National Bank of Greece

March 2024

Group and Bank

Annual Financial Report

31 December 2023

Table of Contents

At a glance

..............................................................................................................................................................

5

Chairman’s Statement

............................................................................................................................................

8

Chief Executive Officer’s Statement

.....................................................................................................................

10

Certification of the Board of Directors

.................................................................................................................

12

Board of Directors’ Report

....................................................................................................................................

14

Supplementary Report

.......................................................................................................................................

219

Audit Committee Report

....................................................................................................................................

226

Independent Auditor’s Report

............................................................................................................................

232

Statement of Financial Position

..........................................................................................................................

241

Income Statement

..............................................................................................................................................

242

Statement of Comprehensive Income

................................................................................................................

243

Statement of Changes in Equity - Group

............................................................................................................

244

Statement of Changes in Equity - Bank

..............................................................................................................

245

Cash Flow Statement

..........................................................................................................................................

246

NOTE 1

General information

.............................................................................................................................

247

NOTE 2

Basis of preparation and material accounting policies

.........................................................................

248

2.1

Basis of preparation

.................................................................................................................................................

248

2.2

Going concern

.........................................................................................................................................................

248

2.3 New and Amended Standards and Interpretations

..................................................................................................

250

2.4

Consolidation

...........................................................................................................................................................

252

2.5

Foreign currency translations

..................................................................................................................................

253

2.6

Classification and Measurement of financial instruments

......................................................................................

253

2.7

Derivative financial instruments and hedging

.........................................................................................................

259

2.8

Fair value of financial instruments

..........................................................................................................................

260

2.9

Derecognition

..........................................................................................................................................................

261

2.10

Sale and repurchase agreements

..........................................................................................................................

261

2.11

Securities borrowing and lending

..........................................................................................................................

262

2.12

Regular way purchases and sales of financial assets and liabilities

.......................................................................

262

2.13

Offsetting

...............................................................................................................................................................

262

2.14

Commodity broker-trader

.....................................................................................................................................

262

2.15

Revenue recognition

..............................................................................................................................................

262

2.16

Property and equipment, RoU assets and foreclosed assets

.................................................................................

262

2.17

Investment property

..............................................................................................................................................

263

2.18

Software

................................................................................................................................................................

263

2.19

Impairment of software

.........................................................................................................................................

264

2.20

Insurance operations

.............................................................................................................................................

264

2.21

Leases

....................................................................................................................................................................

264

2.22

Cash and cash equivalents

.....................................................................................................................................

265

2.23

Provisions

..............................................................................................................................................................

265

2.24

Financial guarantee contracts

...............................................................................................................................

265

2.25

Employee benefits

.................................................................................................................................................

265

2.26

Income taxes

.........................................................................................................................................................

266

2.27

Debt securities in issue and other borrowed funds

...............................................................................................

267

2.28

Share capital, treasury shares and other equity items

..........................................................................................

267

2.29

Segment reporting

.................................................................................................................................................

267

2.30

Assets and liabilities held for sale and discontinued operations

...........................................................................

267

Table of Contents

2.31

Government grants

...............................................................................................................................................

268

2.32

Related party transactions

....................................................................................................................................

268

2.33

Fiduciary and trust activities

..................................................................................................................................

268

2.34

Earnings /(losses) per share

...................................................................................................................................

268

NOTE 3

Critical judgments and estimates

..........................................................................................................

268

3.1

Fair value of financial instruments

..........................................................................................................................

268

3.2

Income taxes

...........................................................................................................................................................

269

3.3

Pension benefits - Defined benefit obligation

.........................................................................................................

269

3.4

Impairment assessment of investments in subsidiaries, associates and joint ventures in individual financial

statements

.....................................................................................................................................................................

270

3.5

Assessing whether the contractual cash flows are SPPI

..........................................................................................

270

3.6

Measurement uncertainty in determination of ECL estimates

................................................................................

270

3.7

Leases

......................................................................................................................................................................

270

3.8

Assessment of control over investees

.....................................................................................................................

271

3.9

Portfolio Hedges (Macro-Hedge)

.............................................................................................................................

271

3.10

Provisions

..............................................................................................................................................................

271

NOTE 4

Financial risk management

...................................................................................................................

271

4.1

Group Risk Management Governance Framework

.................................................................................................

271

4.2

Credit risk

................................................................................................................................................................

271

4.3

Market risk

..............................................................................................................................................................

295

4.4

Country risk

.............................................................................................................................................................

302

4.5

Liquidity risk

............................................................................................................................................................

302

4.6

Capital adequacy

.....................................................................................................................................................

304

4.7

Fair values of financial assets and liabilities

............................................................................................................

306

4.8

Offsetting financial assets and financial liabilities

...................................................................................................

312

NOTE 5

Segment reporting

................................................................................................................................

314

NOTE 6

Net interest income

..............................................................................................................................

318

NOTE 7

Net fee and commission income

..........................................................................................................

318

NOTE 8

Net trading income / (loss) and results from investment securities and Gains / (losses) arising from the

derecognition of financial assets measured at amortised cost

..........................................................................

319

NOTE 9

Net other income / (expenses)

.............................................................................................................

319

NOTE 10

Personnel expenses

............................................................................................................................

320

NOTE 11

Retirement benefit obligation

............................................................................................................

320

NOTE 12

Αdministrative & other operating expenses

.......................................................................................

323

NOTE 13

Credit provisions and other impairment charges

...............................................................................

324

NOTE 14

Restructuring costs

.............................................................................................................................

324

NOTE 15

Tax benefit /(expense)

........................................................................................................................

324

NOTE 16

Earnings per share

..............................................................................................................................

325

NOTE 17

Cash and balances with central banks

................................................................................................

325

NOTE 18

Due from banks

...................................................................................................................................

325

NOTE 19

Financial assets at fair value through profit or loss

............................................................................

326

NOTE 20

Derivative financial instruments

.........................................................................................................

326

NOTE 21

Loans and advances to customers

......................................................................................................

328

NOTE 22

Investment securities

..........................................................................................................................

336

NOTE 23

Investment property

...........................................................................................................................

337

Table of Contents

NOTE 24

Equity method investments

................................................................................................................

337

NOTE 25

Software

..............................................................................................................................................

338

NOTE 26

Property and equipment

.....................................................................................................................

339

NOTE 27

Deferred tax assets and liabilities

.......................................................................................................

341

NOTE 28

Other assets

........................................................................................................................................

342

NOTE 29

Assets and liabilities held for sale and discontinued operations

........................................................

343

NOTE 30

Due to banks

.......................................................................................................................................

345

NOTE 31

Due to customers

................................................................................................................................

346

NOTE 32

Debt securities in issue

.......................................................................................................................

346

NOTE 33

Other borrowed funds

........................................................................................................................

347

NOTE 34

Other liabilities

....................................................................................................................................

348

NOTE 35

Contingent liabilities, pledged assets, transfers of financial assets and credit commitments

...........

349

NOTE 36

Share capital, share premium and treasury shares

............................................................................

352

NOTE 37

Movements in other comprehensive income / (expense) for the period

..........................................

353

NOTE 38

Reserves

..............................................................................................................................................

354

NOTE 39

Non controlling interests

....................................................................................................................

355

NOTE 40

Dividends

............................................................................................................................................

355

NOTE 41

Cash and cash equivalents

..................................................................................................................

355

NOTE 42

Related party transactions

..................................................................................................................

355

NOTE 43

Acquisitions, disposals and other capital transactions

.......................................................................

357

NOTE 44

Group companies

................................................................................................................................

361

NOTE 45:

Independent auditor’s fees

................................................................................................................

362

NOTE 46

Stock Award Program

.........................................................................................................................

362

NOTE 47

Events after the reporting period

.......................................................................................................

363

Disclosures of Greek Law 4261/2014 Art. 81

.....................................................................................................

364

Disclosures of Greek Law 4261/2014 Art. 82

.....................................................................................................

366

Disclosures on a group level of article 6 of Greek Law 4374/2016

....................................................................

367

Availability of the Annual Financial Report

.........................................................................................................

373

At a glance

National Bank of Greece S.A.

Who we are

:

National Bank of Greece S.A. (hereinafter “NBG” or the “Bank”) was

founded in 1841 and its shares have been listed on the Athens Exchange since 1880. The

Bank’s headquarters are located at 86 Eolou Street, 10559 Athens, Greece, (Register number

G.E.MH. 237901000), tel. (+30) 210 334 1000, www.nbg.gr. By resolution of the Board of

Directors, the Bank can establish branches, agencies and correspondence offices in Greece

and abroad. In its 183 years of operation, the Bank has expanded on its commercial banking

business by entering into related business areas. The Bank and its subsidiaries (hereinafter the

“NBG Group” or “Group”) provide a wide range of financial services including mainly retail,

corporate and investment banking, Non-Performing Exposures management & Specialized

Asset Solutions, transactional banking, leasing, factoring, brokerage, asset management, real

estate management and insurance related services. The Group operates mainly in Greece but

also abroad through its branch in Cyprus and its subsidiaries in North Macedonia, Cyprus,

Romania, Bulgaria, Luxembourg, Netherland and U.K. with a workforce as at 31 December

2023 of 7,889 employees (Bank: 6,517)

1

.

As at 31 December 2023, the Bank had a total of 327 Units (313 Branches including 18

Tellerless and 14 Transaction Offices). Furthermore, the Bank, through 1,462 ATMs (580 onsite

and 882 off-site), offered an extensive network covering – even in the most remote areas of

the country. The Group’s international network as at 31 December 2023 comprised 61

branches and 171 ATMs, which offer traditional banking services and financial products and

services.

The Bank is one of the four systemic banks in Greece and one of the largest financial

institutions in Greece by market capitalization, holding a significant position in Greece’s

financial services sector.

For further details on our Business Overview, see section “

Economic and financial review

”.

1

Excluding the employees being on extension, following participation in VES.

About our

Purpose, Vision and Values

The NBG Group’s purpose statement is formulated in the single phrase:

"Together we

create future"

. Our Vision is to be the

"Bank of First Choice"

for customers, talent and

investors. A

Human, Trustworthy, Responsive

Bank, that acts as a

Catalyst for

sustainable growth

and unlocks potential for households, businesses, communities and our

people. In line with its purpose, vision, and values, the Group is committed to embedding ESG

considerations into its strategy, business and operating model, and corporate culture.

Our

Values

Throughout our history, from 1841 until today, we recognize that our successful business

activity is mainly based on the fact that we operate guided by our Purpose, Vision and

Values.

Our values are, and will remain etched in our DNA, in order to move forward together to the

next day.

Human

Trustworthy

Responsive

Α Growth

Catalyst

We place the needs and

choices of our customers

at the center of

everything we do.

We operate with

transparency,

knowledge, and

experience.

We provide flexible

solutions tailored to

the needs of our

customers.

We accelerate

sustainable growth

and prosperity.

The significant evolution of NBG in the recent years had to be reflected in its image. In a renewed image,

which has been created with an “eye to the future” and absolute respect for the legacy of 183 years of

presence in the country. The renewed image is the natural continuation of a successful transformation

program that has created a modern and competitive bank and highlights the NBG's growth potential

and leading position in the banking sector.

The new identity has been designed to safeguard the NBG values over the years, and to highlight all the

values recently conquered. It reflects our inclusive modern business approach, our care for social

demands, our environmental sensitivity and our support to innovation.

About

Environment, Society and

Governance

In 2021, NBG launched a holistic Environmental, Social and

Governance (“ESG”) effort to ensure compliance with

evolving

regulatory

framework,

fulfilment

of

its

commitment to the Principles for Responsible Banking

(“PRB”) of the United Nations Environment Program

Finance Initiative (“UNEP-FI”) and implementation of ESG

best

practices

across

the

organization

(covering

management of credit and other types of risk, business

strategy, products and services, disclosures and reporting,

as well as efforts to reduce NBG’s direct and indirect

emissions footprint). Furthermore, NBG continued with

further shaping its strategy and deepening the integration

of the ESG aspects, starting by integrating the ESG

elements of climate and environmental impact into our

activity and operations.

More specifically, we strengthened our ESG disclosures, as well as our ESG governance at the Board and

management level. The Board Innovation and Sustainability Committee came into force in February 2022 to

oversee the Group’s medium-to-long-term ESG and Innovation Strategy. Our ESG Management Committee,

chaired by the Chief Executive Officer (“CEO”), set the direction in terms of ESG strategy and targets, and

provided oversight for key business initiatives and risks related to ESG. Importantly, we strengthened our

capacity and skills with respect to ESG, with dedicated teams in the first and second line of defence of the Group.

The Bank has also taken a pivotal step towards net zero emissions by 2050 by being among the first banks in

Greece to set and disclose science-based financed emission targets for six of the most carbon-intensive

portfolios on our books: power generation, oil & gas, cement, aluminium, commercial real estate, and

residential real estate. Dedicated to our goal to accelerate the transition to a sustainable economy, the Bank in

October 2023 joined the Net-Zero Banking Alliance (“NZBA”), an industry-led, United Nations (“UN”)-convened

alliance of banks worldwide, committed to aligning their lending and investment portfolios with net-zero

emissions by 2050 or sooner, as expressed by the most ambitious set of targets defined by the Paris Climate

Agreement. In line with such commitment, NBG has proceeded with the disclosure of a set of interim, 2030

decarbonization targets for priority carbon intensive sectors, taking into account the best available scientific

knowledge (science-based pathways).

Key initiatives relevant to the implementation of the Climate & Environmental strategy (including related risk

management), as well as its Social strategy are included in the Transformation Program to ensure high level of

focus and execution discipline in the aforementioned critical areas (see Section “

Transformation Program

”).

For

further details on ESG & Sustainability, see section “

Non-Financial Statement

”.

Chairman’s Statement

8

Chairman’s Statement

Gikas A. Hardouvelis

Chair of the Board of Directors

2023 was marked by significant achievements for NBG and

the Greek economy. Real GDP expanded by 2.0%, continuing

to outperform the euro area average. This robust

performance was accomplished in a challenging external

environment, i.e., amid monetary policy tightening,

unprecedented natural disasters in Greece, and new

geopolitical tensions.

A key milestone of the Greek government to return to

investment grade, was accomplished in the second half of

2023. Indeed, five major international rating agencies

upgraded Greece to investment grade status, thus marking a

position the country held 13 years earlier, in the beginning of

the crisis. Fiscal credibility, a sustained recovery, and

continuing improvement in the banking sector’s performance,

were among the main drivers of the upgrade.

NBG, the “Bank of First Choice,” is a key contributor to

domestic economic growth. It achieved healthy loan growth –

led by corporates, improved its asset quality profile,

generated double digit returns, and enhanced its capital

buffers, thus holding a top position in capital and liquidity

among Greek banks. Its ground-breaking investments of the

last few years in technology, combined with the unwavering

dedication of its people, act as the delivery engine towards

producing impressive financial results.

Since 2018, NBG’s Transformation Program has improved our

commercial and operating model, including customer

experience and our digital offering. Our accomplishments

include:

•

revenue generation enhancement through service model

improvements, cross-selling, and new business offerings,

•

significant changes to our technology infrastructure and

our operating model, including the replacement of our

Core Banking System,

•

further incorporation of ESG in the Bank’s business

strategy, in risk management, in data and systems, and

•

enhancement of our corporate culture and further

modernization of our human resource management.

Our robust financial performance, our efficient internal

operations, our asset quality, and our strong capital and

liquidity positions, were well recognized by the regulators and

the investment community. In the 2023 EBA Stress Tests, NBG

ranked 5th among EU systemic banks and the top performer

in Greece. Moreover, the November 2023 public offering of a

22% stake held by the Hellenic Financial Stability Fund in NBG

attracted very strong interest from a broad investor base and

was oversubscribed more than eight times. Approximately

80% of the shares were allocated to international investors, of

whom over two thirds were long-only funds. The share

placement provided tangible confirmation of the Bank’s

current health and perceived prospects and was a clear vote

of confidence in the future growth of the Greek economy.

In 2023 NBG received a number of important awards and

distinctions, including (i) "Best Corporate Governance-Greece"

by Capital Finance International (CFI), (ii) the “Diamond

Distinction” for Corporate Social Responsibility by CRI Index,

(iii) three prizes in the context of the Global Finance

Magazine’s Best Digital Bank Awards, and (iv) as the “Best

Digital Bank in Greece” in the context of the Global Retail

Banking Innovation Awards by The Digital Banker.

We are also registering notable improvements in our ESG

ratings. We have committed to a set of ambitious 2030

targets for financed emissions, substantiating our Net-Zero

vision, and gaining acclaimed membership in world-class

organizations, such as the Partnership for Carbon Accounting

Financials (PCAF) and the Net-Zero Banking Alliance (NZBA).

These targets are underpinned by business value-creation

initiatives for the climate and the environment, as well as by

the enhancement of responsible internal practices. In

addition, NBG is taking leading action in the areas of

inclusion, health, well-being and sports, culture, and

innovation, tapping on the organization’s heritage and

strength to contribute to a better, greener, more sustainable

tomorrow.

Looking ahead, expectations for 2024 and the years ahead

remain upbeat, with Greek GDP expected to grow at an

average annual pace of 2.5% in 2024-2025, double the euro

area average growth. The contribution of investment to GDP

growth is expected to strengthen further, leading to a

narrowing of the respective gap with the euro area, with the

gross fixed capital formation – excluding residential

construction – already climbing to a 14-year high in 2023. The

contribution of the Recovery and Resilience Funds is expected

to be substantial, as related capital expenditure is set to

accelerate in the period 2024-2026, with the absorption rate

of relevant resources already topping 50%.

The Greek labor market continues to surprise us positively

with its rapid improvement. The unemployment rate declined

to a 14-year low in 4Q.23. In addition, employment grew by

Chairman’s Statement

9

nearly a 100 thousand persons on an annual basis, with

average real wage growth in 2023 estimated to have

exceeded 2%. These trends, along with increases in non-wage

income, an additional minimum wage adjustment, and a

further decline in inflation, are set to support private

consumption in 2024 as well.

A modest improvement is also expected in the external

economic environment, with activity in the euro area picking

up slightly in 2024, while the monetary policy tightening cycle

starts to reverse, thus aiding growth. Tourism in Greece is

heading to a new record year according to the early

information available for 2024, following an outstanding 2023

when activity hit all-time highs.

The solid banking sector performance in 2023 has provided a

valuable boost to financial conditions and economic activity in

Greece. The annual growth of lending to the private sector by

the Greek banking system exceeded the euro area average for

the first time in 13 years. Furthermore, increasing fund raising

by NFCs through the Greek stock market, and surging Greek

financial and real estate asset valuations, are also confirming

that solid growth remains on a solid footing.

Leveraging on this favorable conjuncture, we intend to

accelerate the Bank’s digital transformation, a key

comparative advantage, especially when considering the

competition stemming from potential Fintech market entries

in the future. We have changed all our IT peripheral systems,

but most importantly, we are only a year away from

completing the all-important replacement of our Core Banking

System. The new Core Banking System has lower maintenance

costs, provides stronger defenses against cyber risks, and will

improve our customer service. Our successful IT strategy,

complemented by our unique customer base and brand, will

serve us well in a more competitive future, ensuring that we

remain the “Bank of First Choice”.

Athens, 11 March 2024

Gikas A. Hardouvelis

Chair of the Board of Directors

Chief Executive Officer’s Statement

10

Chief Executive Officer’s Statement

Pavlos Mylonas

Chief Executive Officer

Economic activity in Greece remained on a healthy upward

trend in 2023, despite the unfavorable external economic

environment and tight monetary conditions. Strong policy

credibility, a competitive economy - - attracting sizeable

domestic and foreign investments - - and α business cycle

still in its maturing phase, support Greece’s superior growth

path. Moreover, the return to investment grade has led to

improving financial conditions and higher asset valuations.

Leveraging Greece’s growth momentum, the distinct

strengths of our balance sheet and our successful digital and

operational transformation, we delivered an impressive

performance for 2023. Specifically, our FY.23 core PAT

reached €1.2bn, yielding a core RoTE of >18%,

outperforming comfortably our FY.23 guidance. The

overperformance was evident in all lines of the P/L.

Regarding loan growth, loan disbursements exceeded

€7.5bn at Group level, with a healthy net loan expansion

despite significant repayments.

Our strong profitability further enhanced our capital buffers,

and provides us with significant strategic flexibility going

forward. Our CET1 ratio increased by a notable +220bps yoy

(post dividend provision), to a sector leading 17.8%, with the

total capital ratio reaching 20.2%, up by c350bps yoy.

Over and above the strong financial results, we have made

impressive strides in improving the way we operate,

including through significant technology investments, with

the ultimate objective to better serve our customers. To this

end, notable achievements, achieved by our Transformation

Program in 2023 are:

•

Progress in the replacement of our Core Banking

System, with the completion of the corporate loan

module.

•

Broadening our leadership in digital banking, reflected

in leading market shares in our active users and digital

sales, with the latter surging to 1.2 million units

compared to 0.8 million in FY.22.

•

Completing the bulk of our centralizations -- our new

corporate service model and the centralization of Small

Business Loans in 2023 -- and continuing the

automation of our operations, including through the

use of OCR and AI technologies (notably in trade

finance and fraud prevention).

•

In addition, paperless capabilities are being phased in,

in our branches, already covering the most frequent

transactions.

•

Continuing to improve customer experience, including

the introduction of video-banking functionalities and

augmented call center services.

More importantly, the significant changes in the way we

work, including notably in HR management, but also in the

resulting customer experience, have led to a marked

improvement in the Bank’s culture, a fact that is

acknowledged by our clients.

We also remain committed to our strategy of establishing

strategic partnerships with key players in the IT and non-IT

space. In May 2023 we signed our strategic agreement with

the technology company Epsilon Net S.A. and our

partnership is already delivering innovative products and

services to our customers.

One of the major highlights of the year was the success of

the placement of 22% of our share capital by HFSF in

November 2023. It reflects the recent positive developments

that have taken place in the country but is also an

acknowledgement by our shareholders of our credibility,

attained through consistent and precise execution, through

our Transformation Program, of a series of ambitious

business plans over the past five years.

Another major milestone occurred in early 2024, when a

new, refreshed brand image was launched with great

success, which reflects and reinforces the successes achieved

during the past five years.

In the area of ESG, our commitment towards sustainability is

an integral part of our vision and strategy. The Bank took a

pivotal step this year and joined the Net Zero Banking

Alliance (NZBA), setting ambitious financed emissions

targets and thus substantiating its net zero commitment.

Additionally, NBG maintained its leading position in

Renewable Energy Sources financing, further enhanced its

ESG governance and completed a bank-wide ESG training

program to raise Climate & Environmental awareness across

its employees.

Chief Executive Officer’s Statement

11

Our CSR initiatives continue to support society. In 2023, we

focused on the areas impacted by the disastrous fires and

floods in Greece, as well as initiatives to foster innovation

(Business Seeds), culture (MIET), and athleticism (Paris

Olympics).

Looking ahead, growth catalysts and reforms bolster growth

prospects for 2024 and beyond, and the Bank remains

focused on supporting the economy’s continued strong

growth. Our strategy leverages (i) our investment in

technology, so as to rapidly distinguish ourselves for our

agile and expeditious operations and superior customer

experience, and (ii) our people, who continue to earn the

trust of our clients by providing service excellence, thus,

being acknowledged as the “Bank of First Choice”.

Athens, 11 March 2024

Pavlos Mylonas

Chief Executive Officer

Certification of the Board of Directors

on the Annual Financial Report as at 31 December 2023

12

Certification of the Board of Directors

Certification by the Chairman of the Board of Directors, the Chief Executive Officer and the

Board of Directors member pursuant to Article 4 of Greek Law 3556/2007

We, the members of the Board of Directors of National Bank of Greece S.A. certify that to the best of our knowledge:

(1)

The Annual Financial Statements for the year ended 31 December 2023 have been prepared in accordance with

the applicable accounting standards and present a true and fair view of the assets, liabilities, equity and results

of operations of the Bank and of the companies included in the consolidation.

(2)

The Board of Directors Report for the year ended 31 December 2023 fairly presents the evolution, the

performance and the position of the Bank and of the companies included in the consolidation, including the

description of the main risks and uncertainties they face.

Athens, 11 March 2024

THE CHAIRMAN OF

THE BOARD OF DIRECTORS

THE CHIEF EXECUTIVE OFFICER

THE BOD MEMBER

GIKAS A. HARDOUVELIS

PAVLOS K. MYLONAS

MATTHIEU J. KISS

Board of Directors’ Report

2023

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

14

board of Directors Report

Board of Directors’ Report

About

NBG’s Transformation Program

About NBG’s

Transformation Program

NBG’s Transformation Program capitalises on

our core strengths and addresses our key

challenges to ensure we successfully capture

opportunities and achieve our financial and

operational targets.

Strong governance and cadense

with full sponsorship of Management team and Board of Directors

c.35 initiatives / c.85 subinitiatives in 2023

driving sustainable changes in line with our Business Plan

1,500+ colleagues

across the whole organization actively involved in the Transformation Program

Best Bank for our Clients

We deepen customer relationships, addressing

their needs across channels and expanding our

offering through strategic partnerships

ESG

We embed ESG considerations into our strategy,

business and operating model, and corporate

culture, while capturing opportunities from the

transition of households and businesses

Technology & Processes

We enhance all aspects of our technological

infrastructure and core processes, enabling our

commercial and efficiency objectives

Special Projects

We capture new competitive advantages

through partnerships and cross-bank efforts

Key Highlights

Strategic priorities for 2024-2025

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

15

Selected

ESG & Digital

functionality key

highlights

Non-financial

Group Core PAT for the year from

continuing operations at €1,200

million, up by more than 2.5 times

on an annual basis

Group Core PAT for the year from continuing operations

€1,200 million for the year ended 31 December 2023 (31 December 2022:

€474 million).

Bank’s new loan disbursements

Loan disbursements reach €7.0 billion, +4.7% year-over-year (“y-o-y”), driven

mainly by corporates.

Non-Performing Exposures (“NPEs”)

Group NPE stock amounted to €1.3 billion, -27.6% y-o-y, with NPE ratio at

3.7%.

Liquidity

Group deposits grew by €1.9 billion to €57.1 billion, Liquidity Coverage Ratio

(“LCR”) and Net Stable Funding Ratio (“NSFR”) stand comfortably above

regulatory requirements.

Common Equity Tier 1 ratio (“CET1”)

The CET1 and Total Capital ratios as at 31 December 2023 were 17.8% and

20.2% respectively,

including profit for the period, post dividend accrual,

comfortably above the respective OCR ratios for 2023 and 2024.

•

Carbon Footprint measurement

–

Measurement of the Bank’s 2022 GHG carbon footprint, with enhanced

methodology, portfolio coverage and underlying data quality.

–

Development of Net Zero science-based interim 2030 targets for selected

carbon intensive sectors/portfolios and for own operating emissions.

–

Commitment to the Partnership for Carbon Accounting Financials (“PCAF”)

and to the Net Zero Banking Alliance (“NZBA”).

•

“Bank of first choice” in the energy sector and in Renewable

Energy Sources (“RES”) financing in Greece

–

Contributed, for yet another year, to the country’s efforts to improve its

environmental footprint by financing RES projects.

•

Our people and society

–

Continued to invest in its people and to diversity, with 31% of the Board of

Directors positions and 32% of Senior Management positions held by women.

–

Support talent development through enhanced learning courses and promote

health and well-being in the workplace.

–

Continued the sponsorship programmes with numerous initiatives supporting

society.

•

Awards & Distinctions

–

“Best Corporate Governance-Greece” award for 2023 from the international

organization Capital Finance International (“CFI”).

•

Digital functionality

The introduction of new digital capabilities in combination with campaigns to promote

digital channels led to a significant acceleration of digital usage and engagement:

–

Digital active users reach 2.9 million (+6.8% y-o-y).

–

9.6% y-o-y increase in transactions via digital channels.

–

46.6% y-o-y increase in sales via digital channels.

2023

Group

Financial Results

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

16

A digital leap forward creating a new competitive advantage

Digital transactions soared, supported by our efforts to accelerate onboarding & engagement and to enhance the digital

capabilities of our customers.

2.6

2.9

3.3

3.6

3.9

4.3

3.2

3.5

3.7

3.8

4.0

2Q.21

4Q.21

2Q.22

4Q.22

2Q.23

4Q.23

Digital subscribers

(in millions)

Registered

subcribers

App downloads

+ 20.4% y-o-y

+ 7.4% y-o-y

2.5

2.7

2.9

4Q.21

4Q.22

4Q.23

Digital active users

(in millions)

Acceleration of

digital transformation

and new digital

functionalities

Key digital

metrics

New digital

functionalities

Onboard

•

Digital subscribers

4.0 million

(+7.4%

y-o-y).

•

Mobile app downloads

4.3

million (+20.4% y-o-y).

•

Online onboarding for Sole Proprietorships via NBG Mobile Banking.

Engage

•

Digital active users (12

months)

2.9 million (+6.8% y-o-

y).

•

Digital active users (1 month):

2.4 million

(+7.4% y-o-y).

•

New Business mobile offering.

•

Contactless Payments via Mobile Banking: NBG cards on Garmin &

Mi.

•

Analytics tool for customer journey monitoring.

•

Online business legalization enhancements.

•

Account security settings.

•

Credit card balance transfer.

•

Book online appointments with a branch representative (by phone

or at the Branch)

•

Video Banking service (currently available for business & premium

customers)

•

Business express online repayment.

•

Display beneficiary names in domestic remittances.

Cross-sell

•

Digital sales

more than 400

thousand items (+46.6% y-o-y).

•

New products added in the digital sales portfolio (FLEXY-BNPL, time

deposits, mutual funds, prepaid MC, PayDay Loan, etc).

•

Reissue business debit card.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

17

Large scale Transformation Program

Building upon its long-lasting tradition of trust and contribution to

the Greek economy and society, the Bank embarked on a large-scale

Transformation Program (see section “

Transformation Program

”) in

the second half of 2018 to transform the Bank, responding to the

challenges and tapping the business opportunities presented by the

rapidly changing economic and banking landscape.

The Transformation Program addresses the strategic priorities that

leverage on our strengths and address our weaknesses. Since its

inception, the Transformation Program has delivered impressive

results in terms of core profitability – fully in line with the Bank’s

financial and business targets and tangible improvements to the

business and operating model. These results are delivered through

discrete workstreams encompassing c.35+ initiatives and involving

1,500+ employees of the Bank.

Divestment of HFSF’s 22% stake in NBG

On 21 November 2023, NBG announced the successful completion

of the divestment of a 22% stake in the share capital of the Bank held

by the Hellenic Financial Stability Fund ("HFSF"), at a price of €5.30

per share, representing a discount of just 2.6% compared to the

upper-end of the offer price range (€5.00-€5.44).

The divestment took place through a private placement book

building process outside Greece (“International Offering”) and a

public offering in Greece (“Greek Public Offering”), with c. 80%

allocated to investors who participated in the International Offering

and c. 20% to investors participating in the Greek Public Offering.

The transaction attracted very strong interest from investors in

Greece and internationally, with the total demand exceeding the

number of offered shares by 8 times (2.9 times in Greece and 8.9

times abroad). In the Greek Public Offering interest was equally split

between institutional and retail investors, while over 2/3rds of the

International Offering were covered by “long only” funds. In

addition, 61% of the offered shares were allocated to investors from

Europe, 33% to US investors and the remaining 6% to investors from

other countries.

NPE reduction plan

From December 2015 to December 2023, the Group has achieved a

decrease of €23.0 billion of the NPE stock through a combination of

organic and inorganic actions, with Group NPE stock as of 31

December 2023 at €1.3 billion (Bank: €1.1 billion). Similarly, the NPE

ratio dropped from 46.8% in 2015 to 3.7% post the Project “Frontier”

derecognition and the Projects “Frontier II” and “Frontier III”

classification as Held for Sale. More specifically, NPE's balance

dropped further in 2023, with the stock of domestic NPEs amounting

to €1.2 billion versus €1.6 billion in 2022.

Domestic NPE ratio decreased YoY by c. 140 basis points (“bps”) to

3.7% in 4Q.23, with NPE coverage settled at 87.2%. International

NPE ratio and coverage settled in 4Q.23 at 4.9% and 91.8%,

respectively.

Furthermore, as per the regular European Central Bank (“ECB”)

calendar, the revised NPE targets for the 2024-2026 period will be

submitted to the Single Supervisory Mechanism (“SSM”) on 31

March 2024. The objective of the revised NPE targets is to actively

pursue a credible NPE ratio improvement, leading to a level aligned

with the EU average (~3%) by 2026.

Disposal of NPE portfolios

Project “Frontier II”

In the context of deleveraging its NPEs through inorganic actions and

according to its NPE Divestment Policy, the Bank decided the

disposal of a portfolio of Greek NPEs in the form of a rated

securitization that will utilize the provisions of Hellenic Asset

Protection Scheme (“HAPS”), known as “Hercules III” (see below for

more information on this Scheme). The portfolio consists of

predominantly secured Large Corporate, Small and Medium

Enterprises, Small Business Lending, Residential Mortgage loans and

Consumer loans with a total gross book value of c. €1 billion (as of

the cut-off date 31 December 2021).

On 29 July 2022, the Bank announced that it has entered into a

definitive agreement with funds managed by Bracebridge Capital LLC

for the sale of 95% of the Mezzanine and Junior notes. NBG will

retain the 100% of the Senior notes and 5% of the Mezzanine and

Junior notes.

Large scale Transformation Program

Divestment of HFSF’s 22% stake in NBG

NPE reduction plan

Disposal of NPE portfolios

Other Transactions

Financial highlights

Regulatory developments

Other developments

Key achievements

and significant

developments of

NBG Group in 2023

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

18

The transaction was completed on 16 February 2024 following the

receipt of all necessary approvals, including the provision of the

State guarantee on the Senior notes.

Project “Pronto”

The Bank decided the disposal of the non-Performing leasing

exposures through: i) the sale of the shares of the Probank Leasing

S.A. and ii) the sale of the Bank’s leasing portfolio (ex-FBB) and NBG

Leasing S.A. (“NBGL”) leasing portfolio, with a total gross book value

of €33 million as at 31 December 2023.

The transaction is estimated to be completed within the 1H.2024,

subject to required approvals.

Project “Solar”

In December 2021, the Bank decided to launch the divestment of the

secured portfolio of SMEs (Project “Solar”) with a gross book value

c. €170 million (as of the cut-off date 30 September 2021), through

a joint securitization process with the other Greek financial

institutions under HAPS.

On 1 November 2023, NBG together with the other Greek systemic

banks entered into a definitive agreement with funds managed by

Waterwheel Capital Management, L.P. for the sale of 95% of the

Mezzanine and Junior notes. The banks will retain the 100% of the

Senior notes and 5% of the Mezzanine and Junior notes for risk

retention purposes.

The transaction is expected to be completed within the 1H.2024,

subject to required approvals.

Project “Frontier III”

In September 2023, the Bank decided the disposal of a portfolio of

Greek NPEs in the form of a rated securitization aiming to utilize the

provisions of HAPS. The portfolio consists of predominantly secured

Large Corporate, Small and Medium Enterprises, Small Business

Lending, Residential Mortgage loans and Consumer loans with a

total gross book value of c. €0.6 billion (as of the cut-off date 30 June

2023).

The transaction is estimated to be completed within 2024, subject

to required approvals.

Hellenic Republic Asset Protection Scheme

In December 2019, the Greek parliament voted for the creation of a

Hellenic Asset Protection Scheme (“HAPS”) (Greek Law 4649/2019)

also known as the “Hercules Scheme”. The Hercules Scheme will

support banks on deleveraging NPEs through securitization, with the

aim of obtaining greater market stability. The participation in the

Hercules Scheme is voluntary and open to all Greek banks and it does

not constitute state aid as guarantees are priced on market terms.

In July 2021, following the approval from the Directorate General for

the

Competition

of

the

European

Commission

(the

“DG

Competition”) on 9 April 2021 and based on the Greek Law

4818/2021, the “Hercules” Scheme (named also as “Hercules II”) was

extended by 18 months.

Moreover, in December 2023, following the approval from the

European Commission on 28 November 2023 and based on the

Greek Law 5072/2023, the “Hercules Scheme” (named also as

“Hercules III”) was extended by 12 months.

Under the Hercules III Scheme, the Hellenic Republic will provide

guarantees up to €2.0 billion on the senior bonds of securitizations

of NPEs. The Hercules Scheme will become effective only when the

originator has sold at least 50% plus one of junior tranches (and

mezzanine if any) and the notes are of such amount that allows the

derecognition and the Significant Risk Transfer (“SRT”) of the

securitized receivables.

Other transactions

Strategic Partnership of NBG with Epsilon Net S.A.

On 16 November 2022, the Bank announced the signing of

memorandum of understanding (“MoU”) with Epsilon Net S.A.

(“Epsilon Net”) and its main shareholder. Subsequently, on 4 May

2023, the Bank announced the signing of a binding agreement for

the purchase of 7.5% of the total share capital of Epsilon Net held by

the main shareholder (the “Initial Transaction”), as well as the

possibility of acquiring a further 7.5% from the main shareholder

three years after the completion of the Initial Transaction. Lastly, on

9 June 2023 the Bank announced the completion of the Initial

Transaction for the acquisition of a minority stake in Epsilon Net at a

price of €7.49/share as well as the signing of a strategic cooperation

agreement.

The agreement with the main shareholder also provides for the

execution of a long-term, exclusive partnership agreement between

Epsilon Net and NBG for the joint design, development, and

distribution of products and services focusing on strengthening and

supporting entrepreneurship in Greece. Among other things, it

involves the direct interconnection of Epsilon Net's business

software systems (ERP, Commercial & Accounting Applications) with

NBG's systems, utilising NBG’s sophisticated Open Banking platform

in the area of Embedded Finance.

Financial highlights

Group Core profit after tax (“PAT”) from

continuing operations at €1,200 million up

by more than 2.5 times y-o-y

Group Core PAT from continuing operations at €1,200 billion up by

more than 2.5 times y-o-y, reflecting core income growth of 54.1%,

contained operating expenses (up by 3.8% y-o-y), with recurring Cost

of Risk (“CoR”) at 64 bps.

More specifically, Group’s Net Interest Income (“NII”) increased by

65.3% y-o-y to €2,263 million, mainly supported by ECB base rate

repricing and higher return from excess liquidity. These positive

drivers more than offset the pick-up in deposit costs, as well as

elevated Minimum Requirement for own funds and Eligible

Liabilities (“MREL”) related funding costs.

Net fee and commission income reached €382 million, expanding by

10.0% y-o-y, reflecting growth in retail and corporate businesses,

driven by business lending related fees.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

19

Operating expenses remained contained

y-o-y

Operating expenses for the year ended 31 December 2023 increased

by 3.8% y-o-y to €835 million on the back of higher depreciation

charges (+9.3% y-o-y), reflecting the Bank’s IT strategy, which is

centred around the replacement of the Bank’s Core Banking System

(“CBS”). Personnel expenses and administrative and other operating

expenses tightly managed and up by 2.2% y-o-y, despite collectively-

agreed wage increases and variable pay accrual in 4Q.23.

Bank’s disbursements increased in FY.23

Disbursements in FY.23 reached at €7.0 billion,

+4.7% year-over-year

(“y-o-y”), driven mainly by corporates.

ECB funding under targeted longer-term

refinancing operations (“TLTROs”) further

declined in 2023, while Group deposits

resumed on an upward trend in 2023

Eurosystem funding under TLTRO further declined in 2023 to €1.9

billion as at 31 December 2023 from €8.1 billion as at 31 December

2022, with the Group and Bank’s liquidity buffer at cash values

amounting to €25.6 billion and LCR and NSFR ratios well above 100%.

As at 31 December 2023, Group’s customer deposit balance stood at

€57.1 billion, an increase of €1.9 billion compared to 31 December

2022, mainly due to increased time deposits by €4.0 billion, offset by

decreased current and sight deposits by €0.9 billion and savings

deposits

by

€1.0

billion.

Bank’s

secured

interbank

funding

transactions remained at the same levels compared to 31 December

2022 and amounted to €0.1 billion as at 31 December 2023.

Regulatory developments

2023 EU-wide stress test

On 31 January 2023, the European Banking Authority (EBA) launched

the 2023 ST for a sample of 70 EU-wide participating banks. 2023 ST

was designed to provide valuable input for assessing the resilience

of the European banking sector in the current uncertain and

changing macroeconomic environment. NBG participated in the

2023 ST as part of the EBA sample of euro-area’s largest banks.

The 2023 ST was based on a static balance sheet approach, thus

factoring in the Group’s financial and capital position of 31.12.2022

as a starting point and conducting a 3-year horizon stress simulation

(for the period 2023-2025), under a Baseline and an Adverse

scenario.

On 28 July 2023, EBA announced the results of the 2023 ST. Under

the commonly applied methodology in the Adverse scenario, the

Bank’s fully loaded (“FL”) CET 1 ratio incurred a maximum depletion

of 2.71pps, reaching its lowest level of 13.1% in the first year of the

projections (2023). This outcome positions the Bank as a top

performer among its domestic peers which report a maximum

depletion of 3.50pps on average excluding the Bank.

By the same indicator, the Bank ranks 11th among the 70 EU-wide

participating banks, and 5th considering the FL CET1 depletion by the

end of 2025.

Considering the full 3-year horizon of the Stress Test:

Under the Adverse scenario, the Bank’s FL CET 1 ratio settled at

14.5% at the end of 2025, indicating a depletion of 1.36pps

compared with the starting point of the exercise.

The Baseline scenario resulted in a capital accretion of 5.76pps over

the 3-year horizon, with the FL CET 1 ratio reaching the level of 21.6%

in 2025.

The result of the 2023 ST demonstrates the Group’s resilience to

shocks and ability to maintain solid capital levels, even in conditions

of severe economic stress. Comparing the performance to previous

stress test exercises, the Bank has achieved notable progress over

the past years in strengthening its balance sheet, despite globally

challenging economic conditions. Specifically, the 2023 ST outcome

reflects the successful NPE deleveraging Strategy, the build-up of

adequate capital buffers as well as a favorable liquidity position.

MREL Requirements

See section “

Economic and Financial Review – MREL Requirement

s”).

Other developments

NBG rating upgrade

In 2023, significant progress of the Greek economy fundamentals

and debt sustainability resulted in the restoration of the Greek

sovereign rating back to investment grade status after more than 13

years. On the back of the positive developments in the economic

backdrop as well as NBG’s solid financial performance reflecting a

robust build-up of capital buffers, rigorous NPE clean-up and a sharp

pick up in core profitability, NBG’s long term credit rating was

upgraded by all 3 major rating agencies.

In particular, in September the Bank had a two-notches upgrade to

‘Ba1’ by Moody’s, pari-passu with the Greek sovereign and a notch

below investment grade, and by one notch to ‘BB’ by Fitch, following

another one notch upgrade earlier in the year. In December, S&P

upgraded by one notch the bank to ‘BB’, complementing a one notch

upgrade in April 2023. All rating agencies have thus upgraded NBG

by two notches each, assigning a positive outlook on our rating.

Reward program for Performing Mortgage

Loan Borrowers

On 11 April 2023, the Bank announced the launch of the Reward

Program for Consistent Mortgage Loan Customers by placing a cap

on any variable interest rates for the next 12 months, thus protecting

borrowers against future increases in reference rates. The cost of

this initiative did not have a significant impact.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

20

Following a clear mandate from NBG’s Board of Directors, the Bank

launched a rigorous Transformation Program in the second half of

2018, committing to the delivery of aspiring financial and

operational targets. Since its inception, the Transformation

Program has enabled the delivery of impressive results in terms of

core profitability – fully in line with the Bank’s financial and

business targets – and tangible improvements to NBG’s business

and operating model. The Transformation Program has been

designed and is being delivered across Workstreams, each led by a

senior executive of the Bank and is closely monitored by the

Strategy & Transformation Committee.

Delivering the Transformation

The Transformation Program was initially structured into six-month

Seasons. This setup helped gain the necessary pace in the early years

and ensured that the Bank remained focused to the targets.

From 2022 onwards, recognizing the increased maturity and

ownership of the involved employees, the Transformation Program

transitioned to an annual planning horizon. The Bank maintains its

agility as new Initiatives can be added to the Transformation

Program, while existing ones are adjusted or removed throughout

the year. Each annual cycle begins and ends with a Ceremony, aiming

to review progress made, acknowledge achievements, and embed

lessons learned from each Season in our future planning. In parallel,

a

strong

Transformation

Program

Office

(“TPO”)

has

been

established to:

•

Ensure coherent and consistent planning of Workstreams and

Initiatives, including prioritisation of activities and tracking of

programme-level interdependencies.

•

Provide project and Transformation Program Management

discipline, support and best practices across Workstreams and

Initiatives.

•

Deploy a thorough, timely and effective progress (and risk)

reporting mechanism.

The TPO is a fundamental factor in executing the Transformation

Program in a coordinated, timely and disciplined manner.

Transformation

Program

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

21

Transformation Program achievements in 2023

During 2023, more than 1,500 staff have been involved in the Transformation Program in at least one of the ~35 initiatives and ~85 sub-

initiatives, achieving significant tangible results across all Workstreams:

Workstreams

Key achievements in 2023

Best Bank for

our Clients

•

Corporate & Investment Banking:

•

Continued commercialization of Ethniki 2.0 program, aiming for a leading role in the Greek corporate loan market,

leveraging on the National Recovery and Resilience Facility (“Greece 2.0”).

•

Continued enrichment of tools and enablers to strengthen the Corporate Investment Banking (“CIB”) Relationship

Managers’ frontline.

•

Increase in cross-selling and creation of new fee generation streams in Corporate, with a comprehensive and tailor-

made offering of services through the Corporate Transaction Banking (“CTB”) Division.

•

Launch of a new centralized Corporate Service Unit (“CSU”) to further enhance customer experience and efficiency

in the servicing of corporate clients.

Retail Banking:

•

Roll out of new extroverted Small Business service model in branches and implementation of high impact

productivity improvements in Small Business lending process (including document management, workflow system

enhancements, etc.).

•

Operationalization of Mass segment service model, with two new roles introduced in the Branch (Mass priority

RMs & Customer Development Officers) and agents assigned to support customers with self-service machines.

•

Enhancement of cross-selling in Retail through improved offering in terms of cards, investments and bancassurance

products and analytics-driven campaigns.

•

Acceleration of branch network transformation, including paperless adoption, customers’ appointments booking

functionality via Internet and Mobile Banking, branch queuing system, tellerless branches expansion, operations

centralization and streamlining, and customer-centricity/ sales training to all Branch staff.

•

Digital Business:

•

Acceleration of customers’ migration to digital channels, through the offering of new

solutions

and custo

mer

experience enhancements:

–

For individuals: new transactions and products available on internet and mobile banking including dual

debit/credit card & flexy card (Buy now, pay later); further boost of digital engagement through new

functionalities (e.g., video banking, Individuals’ mobile app redesign).

–

For businesses/ corporates: new business mobile app live, and enhancements in online legalisation

services; continued digital migration to online platforms (Client Trade and i-FX) and development of

innovative solutions via Application Programming Interfaces (APIs).

Specialised

Asset Solutions

•

Operationalization of the new Specialized Asset Solutions business, to capture emerging revenue generation

opportunities in the ecosystem of servicers and investors (e.g., acquisition financing, Real Estate Operating

companies (“REOCo”) financing and alternative financing).

•

Continuous containment of NPE flows and organic reduction through legal and strategic actions to maximize

recoveries from legacy NPE portfolios.

Efficiency &

Agility

•

Targeted efforts to optimise operating model and capacity efficiencies in selected Head Office functions.

•

Optimization of real estate footprint and spend, factoring in a more flexible working model.

Technology &

Processes

•

Core Banking System (“CBS”) replacement program in progress, with successful rollout for corporate loans.

•

Expansion of usage of new technologies, incl. Robotics Process Automation (“RPAs”), Artificial Intelligence (“AI”),

and Optical Character Reader, and continued migration to cloud.

•

Continued reengineering of core processes, through centralizations and automations (e.g., 100% of Small Business

loan administration centralized, and new end-to-end Corporate Workflow in production).

•

Transition to a paperless operating model across Branches through gradual incorporation of paperless capabilities

across all our products and services (e.g., Credit Cards, Investment products, KYC).

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

22

People,

Organisation &

Culture

•

Review of talent pool and succession planning across the organisation and implementation of relevant

developmental activities.

•

Continued delivery of learning programs in the context of the NBG Academy,

including a flagship bank-wide

program with a focus on awareness on Climate and Environmental issues.

Climate &

Environment

•

Publication of the 2022 ESG report, including expanded Greenhouse Gas (“GHG”) emissions measurement

(including financed and non-financed emissions) and Net Zero 2030 targets for six priority sectors/portfolios and

for own operations. Commitment to Net Zero Banking Alliance (NZBA) and the Partnership for Carbon Accounting

Financials (PCAF).

•

Enhancement of Climate and Environment risk management practices (including Pillar III disclosures and climate

stress testing capabilities) and internal ESG reporting tools.

Special Projects

•

Operationalization

of the Bank’s strategic partnership with Epsilon Net with the launch of Small Business lending

referrals platform and the first jointly developed and marketed product (EpsilonPay).

Strategic Priorities for 2024-2025

Between now and 2025 the Bank will pursue the following strategic priorities:

Workstreams

Strategic priorities until 2025

Best Bank for our

Clients

•

Boosting revenue generation through an increased focus on cross-selling and fee generation opportunities in

Retail banking, and through deepening large client relationships and broadening the SME client base in

Corporate banking:

–

In the case of Retail banking, continuing to strengthen our relationship managers’ frontline (primarily for

the Small Business and Premium segments), with a stronger focus on fee-generating products (e.g.,

investment products, cards and bancassurance), and further enhancement of sales capacity through third

party partnerships (e.g., retailers, e-commerce, agents).

–

In the case of Corporate & Investment banking, strengthening the relationship managers’ frontline with a

comprehensive set of commercial tools, enabling them to spend more time on sales of lending and non-

lending products (including new innovative solutions) in collaboration with the CTB Unit. Moreover,

completing the centralization of corporate client servicing in the new CSU.

–

Across Corporate and Retail, enhancing our range of solutions to enable the transition of businesses and

households to a more sustainable model. Apart from a market-leading franchise in the financing of

renewable energy projects, a core part of our strategy remains to offer solutions for investments in the

context of green transition, including the real estate and transport ecosystems.

–

Across segments, further enhancing digital services, expanding the usage of advanced analytics (including

AI) to improve the effectiveness of commercial actions, and leveraging strategic partnerships with third

parties in onboarding, engaging, and selling to customers.

Technology &

Processes

•

Completing the implementation of the new CBS to enable revenue generation and cost efficiencies in the

medium term, enhancing digital and data infrastructure, as well as migrating to a cloud-enabled environment.

•

Rolling out the required infrastructure to fully transition to a paperless operating model across the organization

and continuing with origination workflow platforms’ replacement program.

•

Further optimizing core processes (both customer-facing and internal) through simplification, centralization, and

automation levers (including the application of new technologies, such as RPAs, AI, and OCR).

ESG

•

Capturing business opportunities in green, sustainable and transition finance

in line with our Net Zero targets

for 2030 and

continuing targeted actions to reduce our own emissions.

•

Managing the risks emanating from climate and environment change, in line with supervisory expectations and

best practices, as well as adhering to the highest disclosure standards.

•

Enhancing NBG’s social strategy, setting relevant targets and implementing high-impact social initiatives.

Special Projects

•

Accelerating the operationalization and commercial impact of the Bank’s strategic partnerships (e.g., with

Epsilon Net).

•

Implementing end-to-end optimization for key customer journeys and revamping Customer Experience (CX)

measurement to boost CX actionability across products/services and channels.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

23

Key developments in the

Macroeconomic and Financial

environment

Global Economy & Financial Environment

Greek Economy

Τhe Macroeconomic Environment and the

Banking Sector in North Macedonia

Financial Results of 2023

Going Concern

Dividends

Trend Information

MREL Requirements

Business Overview

Retail Banking

Corporate and Investment Banking

NPE Management (Legacy Portfolio) &

Specialized Asset Solutions

Other Activities

Related Party Transactions

The Independent Auditors

Key developments in the Macroeconomic

and Financial environment

Global Economy & Financial Environment

Global growth has softened with diverging rates

between economies

In the United States, economic activity surprised to the upside,

with real GDP growth north of +2%.

In the euro area, economic expansion has almost ground to a halt.

Monetary policy tightened further to bring inflation back to

medium-term targets.

The European Central Bank

Increased key policy interest rates by 200 basis points in 2023.

Reduced the size of its balance sheet by €1.1 trillion to €6.9

trillion in 2023.

The Federal Reserve

Increased the target range of the Federal Funds Rate by 100 basis

points to a range of 5.25%-5.5% in 2023.

Reduced the balance sheet by USD 838 billion to USD 7.7 trillion

in 2023.

Economic and

Financial Review

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

24

Global inflation has moderated further due to falling

energy prices, lessening supply chain constraints and

restrictive monetary policy

The global economic recovery slowed in 2023, with real gross

domestic product (“GDP”) increasing by +3.1% from +3.5% in 2022

as monetary policy tightened further to stem elevated inflation. In

addition, increased geopolitical uncertainty took their toll on

households’

spending

intentions

and

businesses’

investment

decisions. At the same time, global inflation has decelerated to

+5.4%

year-over-year

in November 2023 and is expected to be +6%

year-over-year in December 2023 from a multi-year peak of +10.7%

in October 2022 due to the downturn in energy prices, with

underlying inflation also slowing down, albeit at a slower pace.

Regarding majors, United States (“US”)

real GDP increased by +2.5%,

in 2023 from +1.9% recorded in 2022. Private consumption found

support from the use of accumulated savings during the pandemic,

as well as from favourable labour market conditions, with the

unemployment rate hovering at multi-year lows of 3.7% in

December 2023.

Residential investment has stopped deteriorating

in the last two quarters of the year, following nine consecutive

quarters of contracting activity.

Inflation, after surging by +8.0%, on

average, in 2022, has fallen considerably, with the consumer price

index (“CPI”) increasing by +3.4% year-over-year in December 2023

and by +4.1%, on average, in 2023.

The euro area economy operates in an environment of heightened

geopolitical-related uncertainty, as the war in Ukraine, weigh on

consumer and business confidence. Moreover, fiscal policy was less

supportive, as Governments rolled back energy-related support

measures. All in all, real GDP growth decelerated significantly to

+0.5% in 2023 following growth of +3.4% in 2022. Private

consumption mirrors weak dynamics of real disposable income due

to elevated, albeit lessening, price pressures. Indeed, euro area

inflation CPI has decelerated to +2.8% year-over-year in January

2024 and by +5.5%, on average, in 2023 after averaging +8.4% in

2022.

Finally, in China, economic activity improved due to the significant

relaxation of COVID-19 restrictions that were effective in mid-2022,

with real GDP growth increasing by +5.2% in 2023, from +3.0% in

2022. However, underlying growth dynamics have been muted, with

lukewarm business and real estate investment. Inflation CPI declined

by -0.3% year-over-year in December 2023 (+0.2% on average, in

2023), from a mean value of +2.0% in 2022.

Monetary policy has tightened further in response to surging

inflation. The Federal Reserve (“Fed”) increased its main policy

interest rate by 100 basis points in 2023, albeit pausing increases in

July 2023, bringing the target policy rate to a range of 5.25% to 5.5%.

According to the Summary of Economic Projections (“SEP”),

December 2023, participants in the Federal Open Market Committee

expect a decline in the Federal Funds rate to 4.6% by end of 2024. In

addition, the Fed continues to reduce US Treasury and agency

Mortgage-Backed securities holdings by circa USD 95 billion per

month, with the balance sheet standing at USD 7.7 trillion or 28% of

2023 GDP from USD 8.6 trillion in 2022. Having said that, the minutes

to the December 2023 FOMC meeting revealed that officials

anticipate slowing the pace of balance sheet reduction in the course

of 2024. Finally, the Fed announced the end of the Bank Term

Funding Program (“BTFP”) as expected, in March 2024, a key policy

measure providing loans to eligible depository institutions with

favourable terms, in response to the regional banking crisis in March

2023.

In Europe, the ECB increased all three policy interest rates by 200

basis points in 2023 to stem inflation, albeit pausing rate increases

in September 2023. The ECB kept interest rates unchanged in

January 2024, as well (4.5% Main Refinancing Operations, 4.75%

Marginal Lending Facility and 4.0% Deposit Facility Rate). According

to the ECB, the key interest rates are at levels that, maintained for a

sufficiently long duration, will make a substantial contribution to

bring inflation back to the target of 2.0%.

Regarding large-scale asset purchases, the ECB terminated APP

purchases in July 2023. The ECB will continue to reinvest in full

during the first half of 2024 the principal payments from maturing

securities in the Pandemic Emergency Purchase Programme

(“PEPP”) portfolio, before reducing the portfolio by circa €45 billion

in the second half of 2024 and discontinue reinvestments at the end

of 2024. Moreover, since the recalibration of targeted longer-term

refinancing operations (“TLTRO III”), euro area banks have made

sizable repayments of borrowed funds. As a result, the balance sheet

of the Eurosystem has declined to €6.9 trillion or 48% of 2023 GDP

from €8.0 trillion in 2022.

Financial market conditions improved in 2023 as the global economy

was poised for a “soft-landing”. Global equities recorded strong

gains, with the Morgan Stanley Capital International All Country

World Index (“MSCI ACWI”) increasing by +20.1% in USD terms in

2023. In a similar vein, speculative grade corporate bond spreads

narrowed both in the USD and the EUR spectrum by 145 basis points

in 2023 to 368 basis points and by 99 basis points in 2023 to 408

basis points, respectively, amid lessening risks to the economic

outlook. The Government bond market displayed high volatility, as

the US Treasury 10-Year yield started and finished 2023 near 3.8%,

but during the year rose to a 17-year high of 5.0%. The inversion of

the yield curve lessened (-37 basis points) with short term interest

rates remaining though above long-term bond interest rates.

German ten-year nominal Government bond yields decreased by 55

basis points to 2.02% in 2023,

inter alia

, due to the weaker-than-

expected economic outlook, with euro area periphery Government

bond spreads narrowing significantly across the board. Specifically,

the 10-Year Greek-German sovereign bond spread decreased by 102

basis points in 2023 to 104 basis points, as Greece regained

investment grade in its credit rating after thirteen years. The euro

appreciated by +3.1% against the US Dollar to 1.10, and by +4.3% in

2023 in nominal trade-weighted terms. Finally, the Standards &

Poor’s (“S&P”)/ Goldman Sachs (“GS”) Commodities Index declined

by -12.2% in 2023. In the details, the energy complex declined by -

14.8% in 2023, as supply remained ample and concerns over demand

hit oil prices (Brent: -10.3% to $77/barrel). A weaker-than-expected

business investment recovery in China took its toll on industrial

metals’ prices, whereas precious metals increased.

2024 outlook

Looking forward, the growth rate of the global economy is expected

to remain broadly unchanged at a subpar +3.1% in 2024, according

to the International Monetary Fund due to the cumulative tightening

of financial conditions and the gradual unwinding of fiscal stimulus.

Risks are broadly balanced. On the downside, monetary policy rates

could remain higher-for-longer-than-anticipated due to persistently

elevated inflation, jeopardizing a soft landing for the global

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

25

economy. The prolonged war in Ukraine remains a source of

concern, with any escalation jeopardizing to disrupt gas supplies to

Europe, hurting, initially, the industrial sector of the economy and

pushing up global energy prices, fueling inflation further. In addition,

the Middle East and Red Sea conflicts have heightened geopolitical

risks, with potential adverse implications for global growth via

commodity prices and trade channels. On the positive side, a

potential unwinding of policy-related and international trade-

related uncertainties, could improve the pace of growth of the global

economy, as balance sheets of households and corporates are

lacking the large imbalances that have been built ahead of the global

financial crisis. Meanwhile, Chinese authorities plan to bolster

residential and financial markets in order to support the economy.

World Economic Growth

Greek Economy

Sustained overperformance and the return to

investment grade in 2023 set a strong starting point

for 2024 despite the elevated uncertainty regarding

external conditions

Greek GDP increased by a healthy 2.2% y-o-y in 9M.23,

exceeding by a wide margin the euro area which remained

stagnant in the same period.

The slowing in economic growth compared to FY.22 mainly

reflects negative base effects from the surge in consumption

and government expenditure in previous years, combined with

transitory headwinds in 3Q.23 from deferred government

consumption,

weakened

external

demand,

and

lower

production due to the catastrophic flood in Central Greece.

The unemployment rate declined to a 14-year low in December

2023 and a major part of economic indicators outperformed the

3

Sources: ELSTAT, Gross domestic product, 3

rd

Quarter 2023 & Eurostat,

Quarterly national accounts, Gross domestic product, 3

rd

Quarter 2023

euro area average in FY.23, showing signs of further

strengthening in the same period.

Greece’s sovereign rating returned to investment grade status

in 2H.23, from 5 out of 6 international rating agencies, which

acknowledged the robust performance, resilient economic

growth, and further progress in structural reforms.

Bank lending to the private sector showed signs of slowing

under the pressure of aggressive monetary policy tightening

slowing to 0.9% y-o-y in August 2023 but picked up in 2H.23,

accelerating to 3.6% y-o-y in December 2023, led by credit to

Non-Financial Corporations (“NFCs”).

House prices surged by 13.9% y-o-y in 9M.23, posting a

cumulative appreciation of c. 50%, from their lowest point,

during the 10-year crisis (3Q.17)

.

Greece’s fixed income (especially sovereign) assets and the

Stock Market strongly outperformed the euro area peers,

capitalizing on solid fundamentals and the rating upgrade.

Economic growth in Greece is expected to exceed the euro area

average in 2024, despite heightened volatility and persistent

geopolitical risks, on the back of resilient tourism and domestic

demand – supported by strong labor market conditions and

lower inflation

– a

strong pipeline of public and private

investment projects, and increasing impulse from the return to

investment grade,

to financial conditions and economic

sentiment

.

Economic activity in Greece slowed but remained on a healthy

upward trend in 9M.23 (latest available data), with GDP increasing

by 2.2% y-o-y and exceeding by a significant margin – for a third

consecutive year – the euro area average (0.6% y-o-y over the same

period)

3

.

The slowing in 9Μ.23 GDP growth, compared with the buoyant

growth outcome of 2022 (+5.7% y-o-y), mainly reflects the

unwinding of very favorable base effects on private consumption

and tourism that continued to bolster economic activity, following

the reversal of COVID 19-related drag, as well as the impact of the

exceptional fiscal support against the energy/inflation shock

4

.

4

Sources: ELSTAT, Gross domestic product, 3

rd

Quarter 2023

3.5

1.9

3.4

3.1

2.5

0.5

3.1

2.1

0.9

0.0

0.5

1.0

1.5

2.0

2.5

3.0

3.5

4.0

World

US

Euro area

World Real GDP Growth

2022

2023

2024

%

Source: IMF, January 2024

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

26

GDP cumulative growth: Greece vs Euro area

The above trends led to a slowing in private sector corporate profits

growth to a still healthy 6.1% y-o-y in 9M.23, from 21.0% in 9M.22

(+20.5% FY.22), as profit margins normalize to more sustainable

levels, whereas extraordinary profits in energy related activities

subside

.

Nonetheless, despite the slowing in profits growth, their

level in 9M.23 was the highest in current price terms since 2010

5

.

Gross operating surplus & total compensation of employees

(year-over-year)

Reflecting strong confidence levels and attractive returns, gross

fixed capital formation “GFCF” increased by 7.4% y-o-y in 9Μ.23

(+11.7% in FY.22), with residential and non-residential construction

5

Source: ELSTAT, Quarterly Non-Financial Sector Accounts, 3

rd

Quarter 2023

6

Source: ELSTAT, Gross fixed capital formation, 3

rd

Quarter 2023

7

Source: Bank of Greece, Indices of residential property prices, 1

st

Semester

and 3

rd

Quarter 2023

growing by 40.7% y-o-y and 5.6% y-o-y respectively, and investment

on transportation equipment and weapon systems by +23.5% y-o-y

6

.

Strong growth of construction activity reflects the dynamism of the

real estate market in general. House prices surged by +13.9% y-o-y

in 9M.23 – cumulative appreciation of +58% between 3Q.23 and

their 3Q.17 low, during the Greek crisis – bolstering private sector

wealth and collateral values. Similarly, the average prices of prime

commercial real estate spaces (retail and office spaces) were up by

6.8% y-o-y in 1H.23, from an upwardly revised 4.8% in FY.22

7

.

Residential real estate prices

The annual growth of the largest component of domestic demand,

private consumption, slowed to 1.3% y-o-y in 9M.23, as the

extraordinary impulse from: (i) deferred consumption from previous

years, (ii) supply chain-related delivery delays in 2022 and (iii)

generous government support against Covid-19 and the energy

crisis, have subsided, bringing consumption in line with real

disposable income and resulting in a welcome increase in the

household saving rate, in 2H.23, according to NBG estimates

8

.

The economy-wide compensation of employees grew by a solid 5.5%

y-o-y in 9M.23, reflecting an average employment growth of 1.9% y-

o-y in the same period, according to Labor Force Survey (LFS) data,

combined with increasing real wages. Moreover, the unemployment

rate fell to a 14-year low of 9.2% in December (10.6% in FY.23), with

survey data on employment pointing to increased hiring activity in

4Q.23 (+2.1% y-o-y compared with +0.9% in 3Q.23)

9

.

Net exports had a nearly zero impact on economic growth in 9M.23,

as the positive contribution of strengthened tourism activity (+15.8%

y-o-y as regards tourism revenue, in 9M.23) and lower energy prices

has been offset by weakened external demand for goods exports

and other services and, most importantly, a stronger demand for

imports. In current price terms, external balances recorded a more

pronounced improvement, due to the significant decline in energy

8

Sources: ELSTAT, Gross domestic product, 3

rd

Quarter 2023 and NBG

Economic Analysis estimates

9

Source: ELSTAT, Gross domestic product, 3

rd

Quarter 2023 and ELSTAT,

Labour Force Survey (monthly estimates), December2023

80

85

90

95

100

105

110

80

85

90

95

100

105

110

4Q.19

1Q.20

2Q.20

3Q.20

4Q.20

1Q.21

2Q.21

3Q.21

4Q.21

1Q.22

2Q.22

3Q.22

4Q.22

1Q.23

2Q.23

3Q.23

Greek GDP (index 4Q.19=100)

EA GDP (index 4Q.19=100)

constant prices,

index, 4Q.19=100

Sources: ELSTAT, European Commission

-15

-10

-5

0

5

10

15

20

25

3Q.17

1Q.18

3Q.18

1Q.19

3Q.19

1Q.20

3Q.20

1Q.21

3Q.21

1Q.22

3Q.22

1Q.23

3Q.23

-15

-10

-5

0

5

10

15

20

25

y-o-y

Gross operating surplus & mixed income

Total compensation of employees

Source: ELSTAT

0

20

40

60

80

100

120

-20

-10

0

10

20

3Q.09

3Q.10

3Q.11

3Q.12

3Q.13

3Q.14

3Q.15

3Q.16

3Q.17

3Q.18

3Q.19

3Q.20

3Q.21

3Q.22

3Q.23

y-o-y

House prices (index level, right axis)

House prices (y-o-y, left axis)

Source: Bank of Greece

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

27

prices, with the current account deficit narrowing by 35.8% y-o-y in

11M.23, to 5.4% of GDP from 9.0% in 11M.22

10

.

Labor market trends

Conjunctural and leading indicators of economic activity remained

above the euro area average and in expansion territory in FY.23, with

signs of strengthening for some indicators in December 2023.

Specifically:

The adverse base effects on profits and business turnover, from their

spikes in 2021-22, started to subside in October-November 2023

(business turnover in non-energy sectors up by 4.1% in October-

November from +0.6% in 3Q.23 and an outstanding +24.0% y-o-y in

FY.22)

11

.

Consumer confidence picked up in December 2023, following a

significant weakening after the September flood

12

in Thessaly area.

However, retail trade volume (excluding fuels) remained subdued (-

4.2% y-o-y in October 2023 vs -2.3% y-o-y in 9M.23)

13

.

10

Source: Bank of Greece, Current account balance (monthly data),

November 2023

11

Source: ELSTAT, Evolution of Turnover of Enterprises, November 2023

and 3rd Quarter 2023

12

Source: EU Commission, Business, and consumer survey database,

December 2023

Economic sentiment indicator

Survey data on business sentiment in the services, retail trade and

construction sectors climbed to multi-month highs in December,

pointing to resilient and increasingly differentiated growth drivers.

Manufacturing production accelerated to 6.0% y-o-y in October-

November, from 3.7% in 9M.23

14

, and the manufacturing PMI stood

at 51.0 in 4Q.23 − the highest in the euro area − with the latter

remaining in contraction territory (43.9 in the same period). Greek

PMI averaged at 51.6 in FY.23 vs 45.0 for the euro area

15

.

International arrivals in the Athens International Airport, in 12M.23,

exceeded (+8.8%) compared to the record year 2019, providing

further signs of an extension of the tourism season

16

, whereas

preliminary information and comments from major global tour

operators point to strong demand in 2024.

The Consumer Price Index (CPI) slowed to 3.5% y-o-y in FY.23, from

a 25-year high of 9.6% in 2022 − mainly on the back of lower energy

prices − easing the pressure on household real disposable income

and production costs. The annual rate of change of the Harmonized

Index of Consumer Prices (“HICP”) also slowed to 4.2% y-o-y in FY.23,

from 9.3% in FY.22, compared with a euro area average of 5.4% y-o-

y in 2023.

13

Source: ELSTAT, Retail trade (Turnover & Volume Index), October 2023

14

Source: ELSTAT, Industrial Production Index, November 2023

15

Source: S&P Global, Greece Manufacturing Purchasing Managers’ Index,

December 2023

16

Source: Athens International Airport (ΑΙΑ), Facts & Figures, December

2023

0

5

10

15

20

25

30

-16

-12

-8

-4

0

4

8

12

16

20

Dec-13

Aug-14

Apr-15

Dec-15

Aug-16

Apr-17

Dec-17

Aug-18

Apr-19

Dec-19

Aug-20

Apr-21

Dec-21

Aug-22

Apr-23

Dec-23

Employment growth (left axis)

Unemployment rate (right axis)

%

y-o-y

Source: ELSTAT

50

60

70

80

90

100

110

120

130

50

60

70

80

90

100

110

120

130

Apr-19

Aug-19

Dec-19

Apr-20

Aug-20

Dec-20

Apr-21

Aug-21

Dec-21

Apr-22

Aug-22

Dec-22

Apr-23

Aug-23

Dec-23

Greece

Euro area

index

* Horizontal lines

refer to 15-year

averages

Source: European Commission

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

28

CPI growth and key component contributions

(year-over-year)

However, underlying price pressures, reflected in the CPI-based core

inflation, excluding food and energy costs, remained elevated

(+5.1% y-o-y in FY.23), as well as in food & beverage categories which

exhibited an average price growth of 11.7% in FY.23

17

. Damages in

agricultural production (from the storm “Daniel” in September 2023)

and renewed geopolitical frictions in the Middle East (from the

Israel-Hamas conflict, which affects the safety of major shipping

routes) led to a pick-up in CPI inflation to 3.3% y-o-y in 4Q.23, which

is however expected to be temporary.

Strong cyclical tailwinds and sustained efficiency gains bolstered the

fiscal performance, with the State Budget for 2024 envisaging a

general government primary surplus of 1.1% of GDP in 2023 and

2.1% for 2024. Most importantly, the General Government Debt is

expected (State Budget 2024) to decrease to 160.3% of GDP in 2023

and 152.3% in 2024, exhibiting an impressive cumulative decline of

nearly 50% of GDP over the past 3 years. The Greek Stability

Programme 2023 (“SP2023”) projects that the debt-to-GDP ratio will

decrease further to 142.6% of GDP in 2025 and to 135.2% by 2026

18

.

17

Sources: ELSTAT Consumer Price Index database and European

Commission, Harmonized Indices of Consumer Prices database, December

2023

18

Sources: Hellenic Ministry of Finance, Greek Budget 2024, November

2023 & Greek Stability Programme 2023, May 2023

Primary and total general government balance

(ESA 2010)

The aforementioned solid fiscal and macroeconomic performance,

along with improving banking-system conditions, and political

stability and continuity, supported Greece’s efforts to regain

investment grade status, after more than 13 years.

More specifically, Greece’s sovereign rating was upgraded to “BB+”

by Fitch in January 2023, whereas S&P revised the country’s credit

rating outlook to positive from stable in April 2023. Between July and

December 2023, Greece’s sovereign rating regained investment

grade status from R&I, Scope, DBRS, S&P, and Fitch, while in mid-

September Moody’s upgraded the country’s rating by two notches

to “Ba1”, just one level below investment grade in the agency’s

ratings index

19

.

10-year government bond yields & GGB’s spread over bund

19

Sources: Fitch Ratings Press Releases, January 2023 & December 2023;

S&P Press Releases, April 2023; R&I Press Releases July 2023; Scope Press

Releases, August 2023; DBRS Press Releases, September 2023; Moody’s

Press Releases, September 2023

-4

-2

0

2

4

6

8

10

12

14

-4

-2

0

2

4

6

8

10

12

14

Dec-20

Mar-21

Jun-21

Sep-21

Dec-21

Mar-22

Jun-22

Sep-22

Dec-22

Mar-23

Jun-23

Sep-23

Dec-23

pps

Other (pps, left axis)

Food contribution in CPI (pps, left axis)

Fuel contribution in CPI (pps, left axis)

Electricity contribution in CPI (pps, left axis)

CPI inflation (y-o-y, right axis)

Source: ELSTAT

-16

-12

-8

-4

0

4

-16

-12

-8

-4

0

4

2007

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017

2018

2019

2020

2021

2022

2023e

2024f

General government primary balance (% GDP)

General government total balance (%GDP)

% GDP

surplus

decifit

Sources: ELSTAT, Hellenic Ministry of Finance, Eurostat

-1

0

1

2

3

4

5

6

-1

0

1

2

3

4

5

6

Jul-19

Nov-19

Mar-20

Jul-20

Nov-20

Mar-21

Jul-21

Nov-21

Mar-22

Jul-22

Nov-22

Mar-23

Jul-23

Nov-23

%

GGB spread over bund

Italian GB

Italy

Greece

Spain

* Average

up to

24/1

Sources: Bank of Greece, ECB

Jan-24

*

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

29

Against this backdrop, the yield of the 10-year Greek Government

Bond (GGB) stood at around 4.1% in the July-October 2023 period,

in an environment of rising government bond yields globally, in

response to expectations of a longer-than-previously expected

period of high interest rates and a gradual reduction in major central

banks’ holdings of government bonds, purchased during the

monetary expansion period. However, GGB yields declined sharply

in December 2023 and January 2024 − 3.3% on average, from 4.1%

in October-November − with the spread over bund at 110 bps,

compared to a 11M average of 159 bps. The negative spread vs the

Italian 10-year bond, recorded since May 2023, widened to an

average of 55 bps in December 2023 and January 2024. Greece’s

faster fiscal adjustment, the rating upgrades and the fact that Greek

securities remain eligible − in the context of flexible capital

reinvestments of maturing bonds under PEPP (after its expiration in

March 2022), until end-2024 according to the latest ECB monetary

policy decisions

20

− support this negative spread.

The tightening of monetary policy, reflected in the 450.0 bps hikes

in policy rates by the ECB between July 2022 and September 2023

21

,

weighed on bank credit growth. This slowing follows an upsurge in

credit expansion, especially in the corporate sector, in the past three

years. Bank lending to the corporate sector, domestically, continues

to exceed the euro area average. Total credit to private sector

slowed to 0.9% y-o-y in August 2023, from 6.3% y-o-y in December

2022, mainly due to a deceleration in lending to the corporate sector

to 3.0% y-o-y, from +12.3% y-o-y in December 2022.

Net bank lending, and bank deposits

(cumulative change from

January 2019)

However, an acceleration occurred in September-December 2023

with bank credit to private sector growth at 3.6% y-o-y in December

2023 (credit to NFCs at 5.9%). Private sector deposits remained close

to a 13-year high in December 2023 (€194.8 billion), on the back of

20

Sources: Bank of Greece, European Central Bank & European Central

Bank, Monetary Policy Decisions, 25 January 2024

21

Source: European Central Bank, Key Interest Rates, September 2023

22

Source: Bank of Greece, Monetary and Banking Statistics, December 2023

a notable rebound in time deposits (following a multi-year

compression in this category) buoyed by rising interest rates

22

.

The combined impact of the above-described supportive factors

underpinned Greece’s resilient growth performance in 2023, with

the 9M.23 growth outcome boding well for an annual GDP growth

of c.2.3% y-o-y in 2023 and c.2.2% in 2024, according to the average

of latest available official sector and private consensus estimates

23

.

Greece’s macroeconomic outlook remains resilient

despite persistent challenges

Greece’s growth performance in the current year, but also in the

medium term, is expected to be supported by the following factors,

which bode well for maintaining a significant positive growth

differential against the euro area average:

•

Solid investment growth, on the back of a strong pipeline of

private investment and increasing impact of the Recovery &

Resilience Facility (“RRF”). Gross fixed capital formation is

expected to rise at a double-digit pace, bolstered by positive

demand prospects, high capacity-utilization rates, and resilient

profitability. Moreover, the positive impact from final capital

spending related to the Recovery & Resilience Plan (“RRP”) will

become stronger from 2024 onwards, due to time lags between

the funds’ absorption and final spending (€14.7 billion of grants

and loans, have been absorbed cumulatively, until end-2023,

corresponding to about 1/2 of total available funding for

Greece)

24

. Similarly, the €20.6 billion of inward Foreign Direct

Investment (“FDI”), in the period 2020-11M.23, sets a strong

base for a further strengthening of fixed capital formation

25

.

•

Robust labor market conditions, slowing inflation (CPI growth

estimated at 2.6% in 2024, from 3.5% in 2023 and 9.6% in 2022)

and increasing non-wage income and asset valuations presage

higher private consumption in 2024.

•

Tourism is headed for a new record in 2024, according to early

bookings and current estimates from major global tour

operators.

•

The expected slight pick-up in euro area growth led by Germany

– Greece’s major export market – should support demand for

Greek exports in 2024.

23

Sources: European Commission, European Central Bank, International

Monetary Fund and Focus Economics-Consensus Forecasts Euro Area,

January 2024

24

Source: European Commission, Recovery and Resilience scoreboard

25

Sources: Bank of Greece, Direct Investment Statistics and Bank of Greece,

Balance of Payments (monthly data), November 2023

0

10

20

30

40

50

60

70

0

4

8

12

16

20

24

Dec-19

Feb-20

Apr-20

Jun-20

Aug-20

Oct-20

Dec-20

Feb-21

Apr-21

Jun-21

Aug-21

Oct-21

Dec-21

Feb-22

Apr-22

Jun-22

Aug-22

Oct-22

Dec-22

Feb-23

Apr-23

Jun-23

Aug-23

Oct-23

Dec-23

Credit to non-financial corp. (€ bn, cumul. net flows, left …

Private sector deposits (€ bn, cumulative net flows, right …

Source: Bank of Greece

€ billion

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

30

RRF funds allocation per country

Nonetheless, the above estimates are subject to some considerable

downside risks, such as:

A potential recurrence of the energy market tensions, resulting in a

new spike in energy prices due to geopolitical turbulence and/or

near-term challenges surrounding the implementation of the

ambitious EU climate agenda and the acceleration of energy

transition, could bring the Greek economy to a disadvantaged

position, putting downward pressures on economic growth, given

the decreasing capacity for large scale fiscal interventions and the

relatively high energy costs for the corporate sector.

The inflation drag on disposable income (including lagged effects

from 2023) will remain sizeable especially for low-income population

groups – mainly due to sluggish core inflation and food price

increases – despite the moderation in headline inflation, possibly

weighing on private consumption.

Accordingly, a slower-than-currently expected easing of inflation

pressures globally, could lead to high interest rates for longer, giving

rise to stronger recessionary and financial headwinds, weighing on

fiscal capacity, weakening private investment spending and lowering

credit demand.

Overall, the Greek economy seems well positioned to deal with the

above challenges and continue outperforming its euro area peers,

capitalizing on sustainable growth catalysts and the strong

momentum built in previous years. Moreover, the return to

investment grade and a prospective reversal of the monetary policy

tightening

cycle,

starting

in

2024,

could

support

a

faster

improvement in liquidity conditions and higher asset valuations,

attracting new inflows of foreign investment.

26

Source: Published data from the Central Bank, the National Statistical

Agency and the Ministry of Finance of the country and processed by the

NBG.

The Macroeconomic Environment and the

Banking Sector in North Macedonia

26

Inventory depletion and weaker private consumption

dragged GDP growth lower in 2023

GDP growth is estimated to have eased to 1.3% in 2023 from 2.2% in

2022, a performance weaker than that of regional economies (up by

an estimated 2.2%) but still better than that of the EU (up by an

estimated 0.6%). Although a breakdown of gross capital formation is

not available, it is believed that a sharp depletion in inventories was

the main driver behind the marked slowdown in economic growth.

Inventories had been massively built up in 2022, when global

commodity prices had surged to historic high levels. Gross capital

formation would have been weaker had public investment not

increased, following the initiation of construction of the Corridor

8/10d highway. Growth in private consumption also weakened in

2023, mainly due to the adverse impact of elevated inflation

(reaching 9.5% on average in 2023 against a whopping 14.0% in

2022, well above the past decade’s average of c. 1.0%) on real

disposable income and elevated uncertainty.

GDP Growth & Inflation

Reflecting lower global energy prices and higher domestic energy

production, on the one hand, and inventory depletion, on the other

hand, external accounts improved markedly in 2023, with the

current account deficit narrowing to an estimated 1.0% of GDP from

a more-than-decade high 6.1% in 2022. Importantly, still solid (albeit

weaker than in previous years) non-debt generating foreign direct

investment inflows, together with the proceeds from sovereign debt

issuance and financing support from the IMF, helped to more than

cover the implied external financing gap, leading FX reserves to rise

by €676 million to €4.5 billion in December 2023 (covering c. 4½

months of imports of goods and non-factor services).

0

2

4

6

8

10

12

14

16

EL

SK

IT

HR

PT

ES

LT

SI

FR

BE

AT

DE

FI

NL

IE

RRF* allocation as % of GDP

RRF* absorption as % of GDP

% of 2022 GDP

*excluding funding related to "REPowerEU"

Source: European Commission

-16

-12

-8

-4

0

4

8

12

16

20

-16

-12

-8

-4

0

4

8

12

16

20

Q1:19

Q2:19

Q3:19

Q4:19

Q1:20

Q2:20

Q3:20

Q4:20

Q1:21

Q2:21

Q3:21

Q4:21

Q1:22

Q2:22

Q3:22

Q4:22

Q1:23

Q2:23

Q3:23

Q4:23

Real GDP (y-o-y % change)

CPI (y-o-y % change, aop)

Source: National Statistical Agency of North Macedonia

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

31

Higher interest rates boosted banks’ profitability in

2023

Released figures show that the banking sector’s profits in North

Macedonia increased to €263 million (annualised) in the first three

quarters of 2023 from €174 million the same period in 2022, with

the (annualised) return-on-average-equity ratio rebounding to

18.3%, at the same time, on stronger net interest income. Indeed,

fast repricing of loans, in an environment of rising interest rates

(with the central bank’s key policy rate standing at 6.3% in

September 2023, up from 1.25% in early-2022), lifted the net

interest margin to 365 basis points in the first three quarters of 2023

- more than double that of EU banks - from c. 270 basis points in the

same period in 2022. At the same time, banks’ lending to the private

sector continued to grow at a relatively solid pace (up 5.8% year-

over-year in September 2023), yet lower than that observed a year

ago (up 9.7%).

Stronger net operating income was only partly offset by higher

provisioning charges for non-performing loans. Indeed, given asset

quality challenges from high interest rates and weak economic

growth, banks increased provisions markedly in the first three

quarters of 2023, albeit from a low base. Note that the ratio of non-

performing loans to total gross loans remained subdued, at 2.8% in

September 2023 against 3.3% a year ago.

Importantly, the sector remained well-capitalised, with the capital

adequacy ratio improving slightly to 18.4% in September 2023, well

above the minimum regulatory threshold of 8.0%.

Banking System Fundamentals

Economic activity should firm gradually through the

course of 2024, underpinned by public investment and

wage-driven private consumption.

Fixed investment should emerge as a key growth driver over the

forecast horizon, with public sector holding the lead role. Private

investment (including from FDI, which has proven quite resilient so

far, thanks, inter alia, to the growing global nearshoring trend) is also

set to contribute to overall growth, albeit modestly, due to still tight

financing

conditions

and

elevated

(yet

gradually

subsiding)

uncertainty. At the same time, with inflation consolidating at

relatively lower levels (projected at 3.5% on average in 2024),

private consumption, the economy’s traditional growth driver, is set

to progressively gain momentum, underpinned by strong real (ex-

post) wage growth, on the back, inter alia, of a loose incomes policy

and its spillover to the private sector. Note that labour market

conditions have been tightening, as suggested by the declining

unemployment rate, but mostly due to the declining participation

rate and shrinking labour force (with the latter associated, inter alia,

to continuing immigration). On the other hand, amid sluggish growth

in the EU (especially in Germany, which absorbs c. 45% of the

country’s total exports) and strengthening domestic demand, net

exports should turn into a drag on overall growth.

All said, GDP growth should pick up modestly to 1.9% in 2024 from

an estimated 1.3% in 2023, slightly below the regional average, with

the output gap remaining negative, largely due to significant output

losses recorded during the pandemic and the subsequent energy

crisis. Should delays in the execution of the ambitious public

investment programme arise or price pressures re-emerge, GDP

growth could come in lower than projected.

Worryingly, political noise is set to remain elevated in the period

ahead, mainly surrounding the controversial deal settling the

country’s long-standing dispute with Bulgaria, which eventually,

however, enabled the launch of accession talks with the EU. The

Government has so far failed to pass the required constitutional

amendments, due to lack of appropriate (2/3rds) parliamentary

majority. The upcoming parliamentary elections (scheduled for May)

are unlikely to dramatically change this picture, given that the

opposition, which currently leads the polls by a wide margin, is firmly

opposed to these amendments. As a result, further delays in the EU

accession progress could be on the cards.

0

3

6

9

12

15

18

0

3

6

9

12

15

18

Dec.

'16

Dec.

'17

Dec.

'18

Dec.

'19

Dec.

'20

Dec.

'21

Dec.

'22

Dec.

'23

Non-Performing Loans (% of Gross Loans)

Capital Adequacy Ratio (%)

Source: National Bank of the Republic of North Macedonia

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

32

Financial Results of 2023

Group Core profit after tax (“PAT”) from continuing operations at

€1,200 million, driven by sustained positive NII momentum

resulting in core income growth of +54.1%, with Group Core

Operating profit at €1,569 million,

reflecting the following key

Income Statement movements:

•

NII up by 65.3% y-o-y to €2,263 million

, reflecting the ECB base

rate repricing and the higher return from excess liquidity, far

offsetting higher deposit and MREL related funding costs.

•

Net fees and commissions at €382 million in FY.23 up by 10.0%

y-o-y

, with sustained strong fee income from all business areas

driven by cards, deposits, trade finance and newly introduced

investment products related fees.

•

Trading and Other Income at €93 million in FY.23 down by

72.8%,

incorporating the gains on disposal of debt securities,

while FY.22 benefited largely by gains in derivatives and Bilateral

Credit Valuation Adjustment (“BCVA”) following the increase in

interest rates during FY.22.

•

Operating expenses up by 3.8% y-o-y

comprising of personnel

expenses increase of 2.8% and administrative and other

operating expenses increase of 0.9%, despite collectively-agreed

wage increases and variable pay accrual in 4Q23. Moreover,

depreciation charges increased by 9.3% y-o-y, reflecting our

ambitious IT strategy which is centered around the replacement

of the Bank’s CBS.

•

Loan impairments for FY.23 at €207 million from €217 million

in FY.22,

down by 4.5%. The decrease is mainly driven by lower

impairment losses in corporate portfolio, partially offset by

increased provisions in retail portfolio due to higher NPE flow on

an annual basis.

•

FY.23 Cost: Core Income drops to 31.6% vs 46.9% a year ago

,

driven by strong and sustainable core income recovery and

operating

expenses

base

discipline

despite

increasing

inflationary pressures.

•

FY.23 Cost of Risk dropped

to 64 bps from 70 bps in FY.22 on a

recurring trend, reflecting low NPE formation.

NPE performance

•

NPE balance

at Group level as at 31 December 2023 was reported

at €1.3 billion

,

recording a total reduction of €0.5 billion

compared to 31 December 2022, mainly attributed to write-offs

and inorganic actions (see section “

Key Highlights- NPE reduction

plan

”).

•

NPE ratio

decreased to 3.7% as at 31 December 2023, compared

to 5.2% as at 31 December 2022.

•

NPE coverage ratio

stood at 87.5% as at 31 December 2023, from

87.3% as at 31 December 2022.

Group deposits up 3.5%

Group deposits

increased by €1.9 billion compared to 31 December

2022 and stood at €57.1 billion as at 31 December 2023, mainly due

to increased time deposits by €4.0 billion partially offset by

decreased current and sight account balances by €0.9 billion and

savings account balances by €1.0 billion. Nevertheless, time deposits

still comprise just 19.5% of total deposits (13.0% as at 31 December

2022), with strong and relatively stable core deposit base providing

a strong competitive edge in an environment of sharply rising

interest rates.

CET1 ratio at 17.8%

•

FY.23 CET1 and Τotal Capital ratio

including the period PAT, post

dividend accrual, at 17.8% and 20.2% respectively, well above

the required capital requirement of 9.76% for CET1 and of

14.57% for Total Capital.

Income Statement

| Group

€ million

FY.23

FY.22

Y-o-Y

Net interest income

2,263

1,369

65.3%

Net fee and commission income

382

347

10.0%

Core Income

2,645

1,717

54.1%

Trading and Other Income

93

344

(72.8)%

Adjusted Total income

2,739

2,060

32.9%

Adjusted Operating Expenses

(835)

(805)

3.8%

Core PPI

1,810

912

98.5%

PPI

1,903

1,255

51.6%

Adjusted loan and other

impairments

(241)

(280)

(14.0)%

Core Operating Profit

1,569

632

>100%

Operating Profit

1,662

975

70.5%

Adjusted Taxes

(370)

(157)

>100%

Core PAT (continuing operations)

1,200

474

>100%

PAT attributable to NBG equity

shareholders

1,106

1,120

(1.2)%

Note: The figures presented in the table are subject to roundings therefore,

the amounts may not sum precisely to the totals provided.

Key Ratios | Group

Profitability

FY.23

FY.22

Δ

NIM over average total assets (bps)

303

169

134

Cost of Risk (bps)

64

70

(6)

Cost: Income

30.5%

39.1%

(8.6)%

Cost: Core Income

31.6%

46.9%

(15.3)%

Liquidity

31.12.2023

31.12.2022

Δ

Loans-to-Deposits ratio

58.2%

58.6%

(0.5)%

LCR

262.2%

259.2%

3.0%

NSFR

150.4%

145.5%

4.9%

Capital

31.12.2023

31.12.2022

CET1 ratio

17.8%

16.6%

RWAs (€ billion)

37.7

36.4

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

33

Going Concern

Going concern conclusion

The Board of Directors concluded that the Bank is a going concern

after considering:

a)

the significant recurring profitability of the Group

b)

the significant collateral buffer and Liquidity Coverage Ratio

(“LCR”) and Net Stable Funding Ratio (“NSFR”) which is well

above 100%

c)

the Group and the Bank’s Common Equity Tier 1 (“CET1”) ratio

as at 31 December 2023 which exceeded the Overall Capital

Requirements (“OCR”)

d)

the increasing support from the Recovery and Resilience Facility

(“RRF”)

e)

the fiscal measures in force in response to pressures from

increased inflation and

f)

the Group and the Bank’s insignificant exposure to Russia and

Ukraine, the insignificant impact from floodings in Thessaly and

the Management’s actions with respect to the crises.

Profitability

The profit attributable to NBG equity shareholders for the year

ended 31 December 2023 amounted to €1,106 million and €1,020

million for the Group and the Bank, respectively whereas the

corresponding amounts for the year ended 31 December 2022,

amounted to €1,120 million and €813 million, respectively.

Earnings per share from continuing operations increased from €0.97

in 2022 to €1.21 in 2023 for the Group whereas the corresponding

figure for the Bank increased from €0.90 in 2022 to €1.12 in 2023.

Liquidity

Αs at 31 December 2023, funding from the ECB solely through

TLTROs decreased to €1.9 billion from €8.1 billion as at 31 December

2022 (solely TLTROs). Additionally, Bank’s secured interbank funding

transactions remained at the same levels compared to 31 December

2022 and amounted to €0.1 billion as at 31 December 2023, while

the Bank’s liquidity buffer stood at €25.6 billion (cash value), with

the LCR and NSFR ratios well above 100%.

Capital adequacy

The Group’s CET1 and Total Capital ratios as at 31 December 2023

were 17.8% and 20.2%, respectively, including profit for the period,

post dividend accrual, exceeding the OCR ratio of 14.57% for 2023

and 14.32% for 2024 (see Note 4.6 of the Annual Financial

Statements).

Macroeconomic developments

Please

refer

to

section

above

“

key

developments

in

the

Macroeconomic and Financial environment - Greek Economy

”, for

Greece’s economy performance in 2023 and the prospects for 2024.

Events after the reporting period

Property and Equipment

In February 2024, in accordance with a binding memorandum of

understanding between the Bank and Prodea Investments S.A., the

Bank purchased certain real estate assets for €39 million, that it had

formerly been leasing from Prodea Investments S.A. This purchase

resulted in a reduction of the lease liability, presented in other

liabilities, and in the RoU assets, presented in Property and

equipment of €39 million, for the Group and the Bank respectively.

Frontier II

On 16 February 2024, following the receipt of all necessary

approvals, including the provision of the State guarantee on the

Senior notes, the Frontier II transaction was completed.

Senior bond issuance

On 22 January 2024, the Bank completed the placement of €600

million senior preferred bond in the international capital markets

with a yield of 4.5%. The bond matures in five years and is callable in

four years.

Extension of Reward Program for Performing Mortgage Loan

Borrowers

On 6 March 2024, the Bank announced the extension of the Reward

Program for Consistent Mortgage Loan Borrowers, that was

announced on 11 April 2023, for an additional period of 12 months

with the same terms.

Dividends

Greek Law 4548/2018 active from 1 January 2019, on Greek

companies imposes restrictions regarding the dividend distribution.

Specifically, the laws states that no distribution to the shareholders

can take place, if, on the day on which the last financial year ends,

the total shareholders’ equity, is or, following this distribution, will

be, lower than the amount of the share capital increased by the

reserves the distribution of which is forbidden by law or the Articles

of Association, credit balances in equity (i.e. OCI) the distribution of

which is not allowed and any unrealised gains of the year. Such share

capital amount is reduced by the amount for which payment has not

yet been called.

In addition, the law states that any distributable amount shall not

exceed the profit of the last financial year on an unconsolidated basis

net of tax, plus retained earnings and reserves the distribution of

which is allowed and has been approved by the General Meeting,

less any unrealised gains of the year, any losses carried forward and

any amounts required by law or its Articles of Association to be

allocated towards the formation of reserves.

Due to the above restrictions, there were no distributable funds

available by the end of 2022, therefore the Annual General Meeting

of the Bank’s shareholders held on 28 July 2023 took no decision on

dividend distribution.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

34

With regards to the dividend distribution out of the 2023 profits, the

Bank’s Board of Directors will assess its proposal to the Bank’s

Annual Shareholders General Meeting of 2024 on the basis of the

ongoing discussions with the supervisory authorities.

Furthermore, pursuant to the Hellenic Financial Stability Fund

(“HFSF”) Law, and in line with the provisions of the Relationship

Framework Agreement with the HFSF, the HFSF’s representative

who sits on the Board of Directors has a veto right over decisions

regarding the distribution of dividends as long as the ratio of non-

performing loans to total loans, as calculated in accordance with

subsection g(ii), of paragraph 2 of Article 11 of Commission

Implementing Regulation (EU) 2021/451, exceeds 10%.

Trend Information

The Greek economy seems well positioned to deal with challenges

such as potential recurrence of the energy market tensions and a

slower-than-currently expected easing of inflation pressures globally

and continue outperforming its euro area peers, capitalizing on

sustainable growth catalysts and the strong momentum built in

previous years. Moreover, the return to investment grade and a

prospective reversal of the monetary policy tightening cycle, starting

in 2024, could support a faster improvement in liquidity conditions

and higher asset valuations, attracting new inflows of foreign

investment.

The Group’s FY.23 financial results demonstrate sustained strength

across business lines: core operating profit, up by >100.0% y-o-y, the

quality of our balance sheet nears that of European peers, with net

NPEs at €0.2 billion and no signs of pick up in NPE formation. Group’s

CET1 and Total Capital ratios at 31 December 2023 were 17.8% and

20.2%, respectively, including profit for the period, post dividend

accrual, exceeding the OCR ratio of 14.57% for 2023, and 14.32% for

2024.

More specifically, in terms of profitability, 2023 Group Core

Operating Profit accelerated to €1,569 million reflecting NII growth

mainly due to the increased interest rates, the higher return from

excess cash placements and increased income from securities

,

far

offsetting

higher

deposit

and

MREL

costs.

Furthermore, it reflects net fee and commission income growth, as

well as steadily normalizing CoR of c.64bps, against the remained

contained Operating Expenses despite high inflation.

With regards to asset quality, NPE's balance dropped further in 2023,

mainly due to inorganic actions, with the stock of domestic NPEs

amounting to €1.2 billion versus €1.6 billion in 2022. Domestic NPE

ratio decreased YoY by c. 140 basis points (“bps”) to 3.7% in 4Q.23,

with NPE coverage settled at 87.2%. The organic NPE formation was

positive but contained despite the interest rate increases and

inflation pressure, indicating the resilience of the Bank’s lending

book in terms of asset quality.

Our capital buffers remain robust, with CET1 and total capital ratios

as at 31 December 2023 standing at 17.8% and 20.2%, respectively,

including profit for the period, post dividend accrual, benefiting from

strong profitability far exceeding credit RWA expansion despite their

sharp acceleration.

Looking ahead, the achievements of the Transformation Program,

enable the successful implementation of the NBG’s strategy, whilst

significantly improve our commercial and operating model, including

customer experience and our digital offering.

Nevertheless, monetary policy rates could remain higher for longer-

than-anticipated due to persistently elevated inflation, jeopardizing

a soft landing for the global economy. The prolonged war in Ukraine

remains a source of concern, with any escalation jeopardizing to

disrupt gas supplies to Europe, hurting, initially, the industrial sector

of the economy and pushing up global energy prices, fueling inflation

further. In addition, the Middle East and Red Sea conflicts have

heightened geopolitical risks, with potential adverse implications for

global growth via commodity prices and trade channels. A potential

recurrence of the energy market tensions could bring the Greek

economy to a disadvantaged position, putting downward pressures

on economic growth. The inflation drag on disposable income will

remain sizeable, especially for low-income population groups, while

a slower-than-currently expected easing of inflation pressures

globally would give rise to stronger recessionary and financial

headwinds,

weighing

on

fiscal

capacity,

weakening

private

investment spending and lowering credit demand.

On a positive note, a potential unwinding of policy-related and

international trade-related uncertainties, could improve the pace of

growth of the global economy, as balance sheets of households and

corporates are lacking the large imbalances that have been built

ahead of the global financial crisis. Meanwhile, Chinese authorities

plan to bolster residential and financial markets to support the local

economy. Greece’s macroeconomic outlook remains resilient

despite persistent challenges, due to: i) solid investment growth, on

the back of a strong pipeline of private investment and increasing

impact of the RRF, ii) robust labor market conditions, slowing

inflation and increasing non-wage income, iii) tourism heading for a

new record in 2024 and iv) the expected slight pick-up in euro area

growth led by should support demand for Greek exports in 2024 (see

above, “

Economic and Financial environment - Greek Economy

”).

MREL Requirements

Under the Directive 2014/59 (Bank Recovery and Resolution

Directive or (“BRRD”), as amended by Directive 2019/879 (BRRD II),

banks in the European Union are required to maintain a Minimum

Requirement for own funds and Eligible Liabilities (“MREL”), which

ensures sufficient loss-absorbing capacity in resolution. MREL

includes a risk- and a leverage-based dimension. MREL is therefore

expressed as two ratios that both have to be met: (i) as a percentage

of Total Risk Exposure Amount (“TREA”), (the “MREL-TREA”); and (ii)

as a percentage of the Leverage Ratio Exposure (“LRE”), (the “MREL-

LRE”).

Instruments qualifying for MREL are own funds (Common Equity Tier

1, Additional Tier 1 and Tier 2), as well as certain eligible liabilities

(mainly senior unsecured bonds). Regulation (EU) No 806/2014 of

the European Parliament and of the Council, as amended by

Regulation (EU) No 877/2019 of the European Parliament and of the

Council allows the Single Resolution Board (“SRB”) to set in addition

to the MREL requirement, a “subordination” requirement, within

MREL, against which only subordinated liabilities and own funds

count.

On 21 December 2023, the Bank received the SRB’s decision, via the

Bank of Greece, requiring it to meet the following targets by 31

December 2025: MREL of 24.22% plus CBR of TREA and LRE (leverage

ratio exposure) of 5.91%. Both targets should be calculated on a

consolidated basis. The interim annual targets until 31 December

2025

are

informative

and

are

calculated

through

linear

interpolation/build-up between the two binding targets of 1 January

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

35

2022 and 31 December 2025. Therefore, the interim non-binding

MREL target, which stood at 22.73% including CBR of 3,57% of TREA

for 1/1/2024, moves to 25.26% including CBR of 3.57% of TREA for

1/1/2025. Finally, according to the SRB’s decision, for 2023 no

subordination requirement is set for the Bank.

As at 31 December 2023, the Bank’s MREL ratio at consolidated level

stands at 24.2% of TREA, which is significantly above the interim non

- binding MREL target of 1/1/2024 and continues meeting the LRE

requirement.

Moreover, in the context of the implementation of NBG’s strategy to

ensure ongoing compliance with its MREL requirements, the Bank

has successfully completed the below issuances:

•

On 26 September 2023, the Bank completed the placement of

€500 million Subordinated Tier II bonds in the international

capital markets with a yield of 8.0%. The bond matures in

10,25 years and is callable in 5,25 years;

•

On 22 January 2024, the Bank completed the placement of

€600 million senior preferred bond in the international capital

markets with a yield of 4.5%. The bond matures in five years

and is callable in four years.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

36

Business

Overview

Group main activities at a glance:

Continuing operations:

In Greece

Retail banking

Corporate and investment banking

NPE management (Legacy Portfolio) &

Specialized Asset Solutions

Other Activities

Real Estate

Global Transaction Services

Leasing

Factoring

Brokerage

Asset Management

Outside of Greece

Two banking subsidiaries:

- Stopanska Banka A.D.—Skopje (Stopanska Banka) and

- NBG Cyprus Ltd.

Leasing sector

- Stopanska Leasing DOOEL Skopje.

Discontinuing operations:

In Greece

One subsidiary in the leasing sector

- Probank Leasing S.A.

The Bank is the principal operating company of the Group,

representing 93.8% of the Group’s total assets, excluding non-

current assets held for sale, as at 31 December 2023. The Bank’s

liabilities represent 96.6% of the Group’s total liabilities, excluding

liabilities associated with non-current assets held for sale, as at 31

December 2023.

Activities in Greece

The Bank is one of four systemic banks in Greece and it holds a

significant position in Greece’s banking sector. As at 31 December

2023, the Bank had a total of 327 Units (313 Branches including 18

Retail i-bank Tellerless, and 14 Transaction Offices). Furthermore,

the Bank, through 1,462 ATMs (580 onsite and 882 off-site), offered

an extensive network covering – even in the most remote areas of

the country.

Activities in Greece include the Bank’s domestic operations, Ethniki

Leasing S.A (Ethniki Leasing) and Ethniki Factors S.A. (Ethniki

Factors). The Group’s domestic operations accounted for 95.1% of

its total lending activities as at 31 December 2023 (the Domestic

Banking gross loans) and for 96.5% of its deposits (the Domestic

Banking deposits).

Retail Banking

2023 Highlights

Strengthened the Net Fee and Commission income, driven

mainly by new products and services. Fees related to

payments and deposits maintained their share in the

above-mentioned increase while fees from investments

presented a significant share increase as a result of the

strategic focus for the respective business area.

Robust increase in Mortgages and Consumer Loans

disbursements led to a significantly increased market

share for Mortgages and slightly higher for Consumer

loans.

Strengthened Mortgage disbursements through brokers

by +58.0% YoY, by pursuing and activating existing

partnerships, as well as recruiting new ones.

Grew lending in Consumer Auto loans through dealers by

+67.0% YoY, reaching 21% in November-December

disbursements, via growing existing partnerships and

investing in new ones.

Maintained the leading position in Consumer loans

disbursements through retailers despite an increasingly

competitive business environment.

Significantly increased Investment volumes by more than

€0.9 billion, through the continuous enhancement of the

portfolio with new and innovative products.

Sustained Bank’s prominent position in the domestic

Cards market with 6.5 million cards in circulation, while

exhibiting a notable increase in card-issuing turnover, with

growth rates of 19.6%, 30.8%, and 3.0% YoY for Debit,

Credit, and Prepaid cards respectively.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

37

Issued 141k Credit cards, resulting in a cumulative total of

506k cards.

Enhanced

the

product

portfolio

by

launching

two

innovative new cards, the Dual, and the Flexy, providing

versatile solutions to customers' evolving financial needs.

Maintained its strong and low-cost Deposit base and its

respective leading market share.

Enhanced Embedded Banking’s strategy by establishing

new partnerships and investing in integration points with

third parties, increasing the footprint of these distribution

channels, and offering financing solutions to individuals as

well as small businesses.

Strengthened Digital business, proving in practice its

capability to lead the trends in the digital market: 6.8%

YoY increase in active users within the last 12 months,

accompanied by a notable 20.4% increase in the Bank’s

mobile application downloads and 24.9% increase in

transactions via Mobile Banking.

Enriched Digital Banking’s offering with new products

(BNPL, Time Deposits, Mutual Funds, PayDay loan) and

functionalities, such as video banking for Business and

Premium Banking customers, security functionalities (3FA

for online transactions, block user, account security

settings) and contactless payments via Xiaomi/Garmin

wearables. The respective enrichment further

contributed to the enhancement of customer’s journey

and the overall upgrade of customer’s experience.

Enabled end-to-end digital onboarding for new self-

employed customers via NBG Mobile Banking.

Enabled improved productivity and increased operational

efficiency in Small Business Underwriting Centers

through the introduction of new workflows,

organizational redesign, and incorporation of

“automated” swim lanes.

Increased the productivity of the Underwriting Centers,

for retail loans, by improving their processes and

effectively managing a significantly higher number of

applications (double figure YoY).

Strategic areas

The strategic objective of the Retail Banking Division is to fully realize

the Bank’s growth potential by delivering sustainable and increasing

results in line with the strategic priorities. The key strategic areas

towards achieving this objective are:

Exploitation of market opportunities as well as the Bank’s

untapped existing customer base potential for the promotion of

lending and fee-generating products and services, through a

customer-centric growth model.

Continue

the

restructuring,

rationalization,

and

service

excellence of the Bank’s extensive, nationwide Branch Network.

Delivery of new and innovative products and services, as well

as redesigning existing ones, to meet dynamic customer

demand while also meeting the ESG targets and commitments

set by the Bank, and

Leverage technology to expand the Bank’s digital offering as a

means for providing enriched services to existing customers,

expanding our reach to new dynamic demographics, enabling

further the migration of transactions to digital and embedded

Banking channels, and providing an engine for robust future

growth.

Activity

2023 was another challenging and successful year for the Retail

Banking Division. The concerns carried over from 2022 (i.e.,

geopolitical uncertainty, inflationary pressures, increased interest

rates) did not materialize into sizeable obstacles. The Bank

continued reacting through innovation and extroversion in order to

overcome any impediments, showing immediate reflexes along with

effective leadership. The Transformation Program continued at its

pace for the 5th consecutive year, with a wide range of strategic

initiatives being delivered. Hence, in 2023, the Retail Banking

Division

continued

its

overwhelming

growth

based

on

the

implementation of the following key initiatives:

Customer-centric operating model:

The customer-centric operating

model aims to strengthen customers’ relationship with the Bank,

through an increased percentage of customer penetration and

product/services acquisition and dedicated relationship managers

for specific high-value segments. Strategic business needs are

supported by a staffing model that is bi-yearly updated and results-

driven based on continuous improvement of customer experience

and integrity selling. Further expansion of the new type of

“Tellerless” Branch introduced in 2022. New roles created,

dedicated to enhancing the effectiveness of the Mass clientele as far

as product/services acquisition, customer experience, and long-term

relationship building are concerned.

Mortgage Lending:

2023 was a very successful year in terms of

Mortgage loan disbursements achieving the market leader position.

The adoption of various strategic/tactical actions led to increased

disbursements, more specifically:

•

Optimization of the pricing policy to strengthen the product

offering.

•

Addressing the increased interest rate cost of our existing

customer base by offering an option, for customers that met

certain eligibility criteria, to convert floating rate loans to fixed

rate ones with five years of initial fixed-rate period.

•

NBG was the first systemic bank in Greece to successfully

complete the first “Spiti mou – My home” loan disbursements, a

government-subsidized housing program for granting low-

interest or interest-free loans to young people or couples to

acquire their first home, gaining market leadership in 2023.

•

The Credit Underwriting process and effective applications

management were further improved, achieving Time to Yes

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

38

within two working days for new applications, despite the

increased application volumes.

•

Optical

Character

Recognition

(“OCR”)

technology

was

incorporated into the Mortgage application process reducing

reworks and manual tasks for the Branch.

Regarding ESG products and initiatives, NBG has repositioned ESTIA

PRASINI (green mortgage loan), by offering initial fixed rate period

options and by streamlining discount on floating interest rate. Also,

a mass conversion of paper mortgage loan statements to digital

statements was implemented.

Consumer Lending:

In 2023, a substantial number of term loans was

disbursed via Branches and IB/MB, attracting new customers, and

leveraging segments of existing clientele, while 35% of these

disbursements related to Express loan, through a fully digitized and

automated

process

that

offers

instant

loan

approval

and

disbursement, without the physical presence of the customer at the

Branch or other point of sale.

The adoption of various strategic/tactical actions led to the

increased disbursements, more specifically:

•

Launched PayDay Loan, an innovative Credit Line, which is

available exclusively via Internet Banking and offers an interest-

free credit limit of up to €800 with a low usage fee to pre-

selected customers with payroll/pension account.

•

Significantly improved its overall positioning regarding car

financing through dealers/third parties, focusing also on used

vehicles.

Regarding ESG products and initiatives, NBG started receiving and

evaluating loan applications of the EXOIKONOMO 2021 program.

Moreover, introduced new partnerships with market-leading

retailers while at the same time grew existing key partnerships and

captured new collaborations with key players in the energy trade

and supply sector to promote "green" - home energy upgrade

products.

Small Business Lending:

In 2023, SBL disbursements exhibited a

decline, compared to 2022, due to the lack of new guaranteed/co-

financing programs (in contrast to 2022) and the increase of interest

rates.

The adoption of various strategic/tactical actions led to increased

disbursements in Q4.23, more specifically:

•

The introduction of the Microfinance program boosted 2023

disbursements, as NBG was the only Bank to offer this

guaranteed program.

•

In cooperation with the Hellenic Development Bank (HDB), three

new co-financing programs (Liquidity, Green, and Digital) were

launched. The Liquidity program was rapidly absorbed by the

market.

•

The Bank continued to support Small Businesses in 2023 through

programs in collaboration with various Institutions such as the

Hellenic Development Bank (HDB), the European Investment

Fund (EIF), and the European Investment Bank (EIB).

•

To further strengthen disbursements on business loans, the

Bank continued investing in cooperations with third-party

companies, such as accounting offices, consultancy firms, and

others.

•

Design of a new framework regarding acquisition of real estate

for exploitation.

•

Standardization of contractual documents, in order to simplify

the preparation and fulfillment process.

•

Centralization of small business loans (80% of portfolio in 2023,

completed in January 2024).

The new operational model in the underwriting process that was

introduced in November 2022, was fully applied through 2023,

significantly improving the overall performance of the Small

Business underwriting centers. As a result, in 4Q.23, there was an

increase in productivity by +23% (vs 4Q.22) while 21% of decisions

were processed via the “automated swim” lane. In addition, further

automations and improvements were introduced in the collection of

data and information for applicants, the required documents

accompanying the applications, the use of pricing applications, as

well as a new SB Credit Risk Model, reducing the overall operational

risk.

Cards (issuing & acquiring):

In 2023, the Bank marked significant

achievements, underscoring the ongoing commitment to innovation

and operational excellence. The introduction of the new Credit Card

offering received acclaim, earning the title of “Product of the Year”

in the Banking products category. Furthermore, two innovative cards

were launched: the Dual Card, which combines debit and credit

functionalities in one, and the Flexy Card, offering an automatic

conversion for purchases over €50 into four equal installments (Buy

Now Pay Later (“BNPL”) service).

The dedication to process efficiency improvement was evident

throughout the adoption of paperless methods, system integrations,

and enhancements in credit card reissuance procedures. In an effort

to elevate the customer experience, courier service was introduced

for Credit Card delivery, reducing dependency on traditional

processes, while the Credit Card application process was simplified

by eliminating the required documents regarding selected cases.

Bancassurance:

Sales maintained an upward trend within 2023. In

existing

products,

substantial

focus

was

given

to

feature

improvements towards the direction of maximizing customer

benefits, while the product array was enhanced with two significant

additions:

•

“Business Accident Care”, a group insurance program that offers

comprehensive coverage against accidents in employees of

SMEs.

•

“Full [10 Bond Fund]”, a 10-year duration Unit-Linked Single

Premium Product linked to a Bond Mutual Sub-Fund created and

managed by NBG Asset Management Luxembourg S.A.

In terms of strategic direction, the Bank is increasingly focusing on

property insurance, due to the relatively low percentage of insured

properties in the Greek market and the latest state incentives linked

to a real estate property tax (ENFIA) reduction of 10%, as well as on

health insurance, driven by the increasing market need for reliable

health solutions.

With respect to procedures, 2023 marked the beginning of the

gradual integration of Bancassurance products in the paperless

process, in line with Bank’s priority to increase efficiency and

optimize customer experience.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

39

Investment Products:

The Bank launched new and innovative

products and services, as well as enhancing the existing ones, with

yields higher than its basic Deposit products, boosting investment

fee revenue. Indicatively, one of the new products launched was the

“New Generation Investment” whose performance is linked to

different reference points according to the edition, providing partial

or full capital plus minimum guaranteed return at maturity. Also, a

wide range of mutual funds including the fixed-term Mutual Fund

“Delos Extra Income” offer attractive annual dividends and return

prospects at maturity.

Furthermore,

significant

improvements

were

made

to

the

investment journey, a reengineering initiative within the context of

the Bank’s Transformation program, reducing the time required for

operations and thus upgrading customer experience.

In addition, digital offering was enriched, adding Mutual Funds to

the products available via Internet Banking.

All

investment

products’

transactions

and

operations

were

integrated, including investment portfolio creation, into a paperless

process, improving customer service and reducing ecological

footprint.

Deposits:

The Bank continuously seeks to enhance Savings products

offering to cater customers’ needs, indicatively:

•

A new series of time deposit programs have been launched that

meet modern savings needs.

•

Enhanced “know-your-customer” controls and deployed limits

on digital fund transfers concerning corporate customers.

•

Finally,

enriched

digital

offering,

adding

more

options

concerning durations to time deposits available via Internet

Banking.

Go4more:

In alignment with the Bank’s strategy, our Bank-wide

loyalty program, Go4more, expanded its partners’ network by

introducing two new strategic partnerships: AEGEAN Airlines and

ELPEDISON. Both partners, in the travel and energy sectors

respectively, contribute to the enhancement of the program’s

portfolio, offering more redemption options to our customers both

in day-to-day transactions and experiences.

Furthermore, following e-commerce growth and aiming to remain

relevant to its members’ needs while at the same time optimizing

customer experience, an online redemption functionality was

launched.

Finally, in line with the Bank’s commitment towards a more

environmentally responsible future and its ESG overall strategy, the

recycling reward program introduced in 2022 between go4more, our

customer loyalty program, and “THE GREEN CITY” was further

reinforced through promotional activities and sponsorship received

significant recognition from our members.

Business Banking:

In 2023, the Business Banking Segment witnessed

a robust business expansion within its clientele, emphasizing

endeavors in business financing and transactional revenue streams,

within an intensively competitive landscape and pricing turbulences.

It managed to successfully launch the “Business Banking Segment

Identity

and

Culture”

through

an

extensive

communication

campaign under the theme “Let us introduce you to our RM!”. This

positioning aimed to link businesses with a contemporary and all-

encompassing product suite, facilitated through a customer-centric

and externally oriented service model, under the guidance of

Business Banking Relationship Managers (RMs). Indicatively:

•

Achieved a high-ranking position in the market for the second

consecutive year in new business financing disbursements.

•

Strategic utilization of Value-Based Segmentation, coupled with

the augmentation of the outward-facing model of Business

Banking RMs, with the strategic objective of attracting novel

collaborations from industry competitors.

•

Expansion

of

the

Business

Banking

client

perimeter

to

enterprises with a turnover of up to €5 million and total lending

reaching €1.5 million.

•

Reinforcement of the digital migration of the portfolio to an

impressive 97%, ensuring dedicated quality time for Business

Banking RMs to grow their portfolios.

•

Implementation of a series of nationwide events and updates,

expressly designed to meet local entrepreneurship, facilitating

the realization of their investment plans, and fostering the

augmentation of their competitive standing.

•

Establishment of business ecosystems and cultivation of

strategic partnerships, exemplified by collaborations with

Epsilon Net, eBay, and fedHATTA.

Private Banking:

In 2023, a significant increase of 9% in AUM was

achieved, capturing share of wallet from the market by capitalizing

mainly on own portfolio client satisfaction and market performance.

Client appetite was largely attracted by the returns in T-bills with

their negative impact on RoA being partially offset by increased

activity in private and public placements, especially in the last

quarter of the year, as well as by fixed maturity mutual funds sales.

Clients

also

took

advantage

of

high-yielding

Greek

market

opportunities that attracted demand also from international

investors, as was for example the placement of the HFSF

participation in NBG.

In the Private Banking business transformation front, a strategic

project was initiated aiming to completely reform the way the

segment operates, leading to sizeable amplification in both size and

performance. Large-scale implementation of tailor-made quick wins

and medium-term initiatives are expected to commence in 2024 and

last for the next four to five years.

Premium Banking:

Within 2023 Mutual Funds (“MF”) unit holders

nearly doubled, and MF balances nearly tripled vs 2022.

In 2023 the Investment Academy pilot training module was delivered

to selected Premium Banking RMs, focusing on the familiarization of

investment and economic principles. Additionally, this year the

“Investment Idea” was introduced in order to provide Premium

Bankers with a house view of the current economic conditions. The

“Investment Idea” was incorporated into the newly developed 3-

step investment approach that consists of three distinctive tools

(Wealth Map, Investment Idea, and Investment Sales Tool) aiming to

train and assist Premium Banking RMs to effectively communicate

with their clients.

Mass segment:

Has successfully implemented the first season of the

ambitious three-year Transformation Program, aiming to intensify

sales effectiveness to mass clients, along the following key strategy

components:

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

40

•

Focus

on

high-potential

value

customers,

offering

a

differentiated service model.

•

Focus branch staff on sales by (i) removing all non-sales activities

from the branch (automation, centralization); (ii) reorganizing

the branch to implement sales roles; (iii) training in sales and

behavioral skills.

•

Enhance

customer

service

experience

by

upgrading

appointment and queuing system.

Also, designed and implemented commercial and informational

campaigns that reached out to >3.5m Mass NBG clients. Our multi-

channel campaigns communicated targeted, timely commercial

offers (e.g. for Investment, Bancassurance, or Cards products) and

important customer support information, utilizing all channels

available to the Bank (e.g. branch outbound calls, call centers,

emails, SMS/Viber, Digital Banking banners, etc.).

Embedded Banking:

In 2023 the Bank invested further in

strengthening its strategy in the Banking as a Service (“BaaS”) sector,

by expanding strategic partnerships to promote financing solutions

for individuals and small businesses via existing and new

collaborations with (a) large retailers for the purchase of Consumer

goods; (b) large car importers & dealers for auto financing; (c) key

energy trade and supply companies for home energy upgrades; (d)

major real estate agents and intermediaries for Mortgage Loans; and

(e) firms of the agricultural sector for specialized offerings.

Through the Bank’s Embedded banking solutions, these partners

integrate banking functions into their products and sales lines so that

users can finance their purchases without having to turn to

traditional banking channels. The solutions are provided through

digital platforms and suites with advanced functionalities, along with

automated processes, thus reducing the response time to a

minimum. As a result:

•

The total amount of the Bank’s auto financing programs is

promoted through partnerships with car importers/dealers.

•

More than half of the Bank’s Consumer Loans take place through

cooperation with major retailers of the Greek market.

•

A substantial proportion of the Bank’s Mortgage Loans are

channeled through brokers/intermediaries.

•

In 2023, further innovative services were launched to boost

customers’ and partners’ experience:

•

NBG was the 1st Greek Bank to finance non-NBG customers

through e-shops/marketplaces.

•

Paperless processes were enhanced by automatic retrieval and

entry of ID data in the applications form through the Gov.gr

Wallet app.

Digital business:

In 2023, the new NBG Business Mobile Banking app

was launched, designed exclusively to address the needs of business

and corporate customers for seamless financial monitoring and easy

approval/completion of their transactions (e.g. FX transactions, card

management features, instant notifications, etc.). Moreover, end-

to-end digital onboarding for new self-employed customers was

enabled via NBG Mobile Banking.

In response to the evolving needs of business customers, the Bank

augmented digital Banking functionalities with the reissuance of

business debit cards.

Additionally, an appointment booking system through Internet

Banking was unveiled, allowing customers to schedule meetings

with Bank representatives via Video Banking, by phone, or at the

Branch. Presently, the Video Banking service is exclusively available

to our business and Premium Banking customers, providing them

with a personalized and technologically advanced channel for

engaging with Bank professionals.

Furthermore,

contactless

payments

were

enabled

via

Garmin/Xiaomi wearables (expanded functionality for credit cards)

and boosted sales by adding new products to its digital portfolio of

products: BNPL, new prepaid cards, time deposits (ranging from 1 to

12 months), and MFs, catering to a broader spectrum of financial

needs. The Bank also introduced a new digital-only product, the

PayDay loan, allowing eligible customers to access a percentage of

their salary or pension in advance.

In tandem with our dedication to customer security, advanced

security measures have been implemented. Notable enhancements

include the introduction of 3-Factor Authentication and block user

functionalities, providing an additional layer of protection against

fraudulent attempts

.

Finally, during 2023, the contactless transactions functionality for all

Bank’s cardholders expanded to all NFC-enabled ATMs, resulting in

increased ATM fleet availability and improved customer experience.

Branch Network:

Optimization of Branch Network footprint and

migration of transactions to ATM/APS continued (currently 118

onsite lobby ATMs and 358 APSs), with targeted unit mergers,

aiming

at

saving

resources

and

rationalizing

its

operation.

Specifically, 19 branch mergers were completed within 2023. As of

31 December 2023, the NBG Network consisted of 327 Units (313

Branches including 18 Tellerless and 14 Transaction Offices).

Furthermore, the Branch Network has been equipped with new PC

terminals, while the digital signature functionality was extended. All

employees were trained in customer experience and sales, while all

Branch managers were trained in Sales Management. At the same

time, key business processes re-engineering continued, improving

further the customer experience and freeing time for dedicated staff

to

concentrate

on

other

customer-servicing/sales

activities.

Indicatively:

•

automation and/or redesign of transaction controls.

•

centralization of small business import/export documentation

collection, as well as that of corporate and SMEs administrative

activities.

•

activation of the eGov-KYC feature in branch tablets, and

•

deployment of new scanner equipment at the branch staff

services.

Moreover, to enhance the disengagement from non-sales related

operations, two Special Operations Units were established in Athens

and Thessaloniki, carrying out specific non-cash operations for

selected customers of centralized branches.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

41

2024 Priorities

In 2024, the Retail Banking Division aims to successfully continue

achieving the goals and targets set by the 2024-2026 Business Plan,

along with the objectives of the Transformation Program. The Bank’s

main strategic areas remain the increase in business volumes, the

strengthening of the relevant market shares, the increase in net

interest and commission income, through improved productivity

and cost efficiency leveraging on all channels to deliver results while

creating value for and collecting value from its robust/loyal customer

base. Existing partnerships will be strengthened, while extended

extroversion will lead to exploitation of new business segments,

especially in the ESG space and the housing ecosystem. Finally, the

focus on human resources of the Retail Banking Division will be

fortified through continuous training, technical support, and

performance rewards. Specifically, there will be efforts to:

Remain market leader in Mortgage Loan disbursements. To

increase the overall mortgage product marketability, to minimize

“time to money”, to optimize/offer new services to customers,

and to continue to review and enhance the end-to-end process,

while leveraging digital channels and technological capabilities

(e.g. upload documents, application status updates, fewer to zero

visits to Branch, centralization of more steps of the process, close

monitoring of time in each step of the process).

Following the announcement of the new ANAKAINIZO-NOIKIAZO

Program initiated by the Greek State, customers will be offered a

complementary financing option: ESTIA ANAKAINISI free of the

one-off administration fee.

Increase partnerships with main market brokers and expand

third-party channel penetration in Mortgage Loans; Enhance the

strategic agreement with EpsilonNet by exploiting synergies for

attracting Consumer and Mortgage Loans.

Enhance process efficiency in Consumer Lending by leveraging

upon the OCR technology that was incorporated into the

Mortgage application process in 2023.

Strengthen Consumer Loan sales via digital channels by extending

digital

loans

offering

(PayDay

Loan,

preapproved

EXPRESS/ANTAPODOSI)

via

Mobile

Banking,

while

also

introducing a new fully digital personal loan for higher amounts

(€6k-€20k) via Internet/Mobile Banking.

The green Consumer Loan will be repriced and a new special Car

Leasing product for all customers will be positioned in

cooperation with NBG Leasing. Further expansion of Consumer

Loan sales via third-party parties is expected to take place in

2024.

Increase Consumer lending/car loans through the enhancement

of existing partnerships as well as the formation of new ones; a

new customer journey will be offered for auto loans financing

through dealers’ websites and further improve existing digital

journey (through e-shops/marketplaces); Expand B2B financing

process through retail partnerships and develop Energy Upgrade

solutions for businesses.

Regarding ESG products and initiatives, NBG will continue to

participate in existing and new State programs that aim at

improving buildings energy efficiency (EXOIKONOMO 2023 and

EXOIKONOMO ANAKAINIZO), as well as in the guaranteed

scheme of the European Fund for the disposal of Green & Student

Consumer Loans (Sustainability – Skills & Education thematic).

Will also launch, in the first semester of 2024, the ESG product

"Home Energy Upgrade Solutions" with key players in the energy

trade and supply sector. Finally, will finance environmentally

sustainable investments, with favorable terms through loans on

renewables (Photovoltaic Parks), with the use of either its own

funds or in cooperation with third parties (EIB, HDB, EIF).

Increase the market share of Small Business loans and offer

support to small businesses mainly through programs available

by State and European Institutions. In 2024 three new

guaranteed programs will be launched in cooperation with EIF

(Competitiveness,

Sustainability

and

Innovation,

and

Digitalization) with a total budget of €1.4 billion (total amount for

SB and Corporate loans); In collaboration with HDB, guaranteed

and co-funded

programs will also be launched. Also, additional

improvements in Small Business underwriting centers will be

implemented to improve efficiency.

The enhancement of the Debit and Credit Card value proposition

will be achieved through the introduction of a new service,

enabling the conversion of cleared transactions into installments

and facilitating payments through credit balances.

Increase the sales of Credit Cards by (i) utilizing the Bank's existing

client base; (ii) exploring additional distribution channels through

newly formed partnerships with major retailers, and (iii)

capitalizing

on

the

functionalities

offered

by

the

newly

implemented automated procedures.

Expand the contactless card reader functionality and include all

tokenized debit, credit, dual, prepaid foreign, and domestic

cards.

Ensuring smooth migration to the new Loan origination system

starting with Cards, is a main priority for the Credit Underwriting

Centers.

Following the decision for the reorganization of the Specialized

Asset Solutions Unit and its subsequent transfer to the Retail

Banking Division, efforts will be further intensified towards the

solid positioning of NBG in the local market, in terms of providing

innovative retail and small business auction financing products.

Moreover, NBG’s aspiration to spearhead the highly evolving

local reperforming loan market will be largely facilitated by the

adoption of the underlying project management role by the

Specialized Retail Development Solutions Unit.

Enrich the Bancassurance product palette regarding both SMEs

and individual customers and further develop sales through

alternative channels.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

42

Boost revenue through increased focus on fee-generating

products such as investment, and re-pricing of deposit and

intermediation products and services.

Further increase investment products penetration by enriching

value proposition and improving customer experience including

digital offering and paperless capabilities.

Increase investment products penetration and especially Mutual

funds

sales

in

Premium

Banking

clientele

through,

the

implementation of investment training sales tools, while

developing and delivering an ambitious two-year training path for

Premium Banking RMs.

Further expand Go4more partner’s network in alignment with

the strategy to address not only industries related to everyday

spending

but

also

industries

offering

entertainment

and

traveling-related experiences. To improve the customer value

proposition, alternative reward methods and new program

functionalities are planned to be introduced. Both objectives are

intended to be supported by a comprehensive communication

strategy, aimed at enhancing the awareness of the loyalty

program.

Reorganization of the Business Banking’s operational model in

order to service the new segment transferred from Corporate to

Retail (sales €2.5-€5 million, exposure up to €1.5 million).

Augmentation of market shares in New Financing & Outstanding

Balances and profitability of the Business Banking clientele, by

(i)

u

tilizing the new perimeter to develop collaborations with new

and existing Business Banking clients; (ii) further increase the

Banks’ extroversion model; (iii) exploiting new sales channels,

referrals/Brokers for Business financing; (iv) further extent

partners ecosystems with new strategic alliances; (v) active

participation in all new available financial programs.

Initiate the Implementation of the proposed plan to further

improve

Private

Banking’s

business

positioning

and

infrastructure, targeting to achieve market leader status and

performance levels within the next five years.

Implementation

of

the

second

season

of

the

Mass

Transformation Program aims to offer a value proposition based

on customer lifecycle stage and needs, to implement analytics-

assisted sales tools, to increase cross-selling to high-value

potential, digitally savvy customers through a dedicated digital

sales force covering all customer’s needs, and further boost of

sales skills via implementation of an enhanced training plan.

Maintain significant market position on Internet and Mobile

Banking, by continuously enriching digital products and services,

focusing on active users and their engagement with the Bank with

a redesigned Internet Banking service dedicated to business and

corporate customers, and a new revamped Mobile Banking

application for retail customers.

Adopt and implement a groundbreaking Insights and Promotion

tool, accessible through the Internet and Business Mobile

Banking in 1Q.24.

This tool empowers merchants with customer

insights, enabling them to gain a competitive edge and execute

targeted campaigns based on various segmentation criteria.

Additionally, to expand Video Banking service to the Mass

segment.

Aiming to attract the youth segment (18-30 years old) customers

a new application will be launched, expanding digital’s reach in

new demographics.

Exploit further the Branch Network as it is the key driver/channel

in achieving results, with a focus on performance management

and service excellence. Increase tellerless branches operation

and

extend

queue

management

system.

Furthermore,

prioritization of Customer Service by appointment and walk-in

customers based on Customer and request value.

Optimize the existing ATM network to increase market share and

make NBG ATMs more accessible. Thus, will upgrade the ATM

fleet with next-generation ATMs for enhanced customer

experience. In that direction, will enable barcode reader

transactions for payments and voice guidance for people with

impaired vision, on selected ATMs.

Integrate gradually operations into paperless procedures. This

project includes digital signing and storage of all documents as

well as training of network users on the new system, to adopt

change.

Finally, the Retail Banking Division through its independent Segment

Risk & Control Sector, continued addressing actions across the whole

Retail Banking Function. Accelerated the enhancement of the

Internal Control System and aligned its activities with those of the

Risk and Control Functions, as well as of the Group Internal Audit.

Furthermore, achieved a high degree of readiness and compliance

against all regulatory obligations, as well as increased risk and

control awareness.

Corporate and Investment Banking

2023 Highlights

Successful launch of Economic Value-Added Tool (“EVA”),

Corporate Customer Relationship Management (“CRM”)

modules and new Corporate Loans Core Banking system.

Implementation of the new Service Model - Centralization

of

Corporate

Service

Unit

(“CSU”)

involving

most

corporate branches;

Credit

proposals

templates

through

a

Workflow

application and relevant Corporate Academy training;

Business expansion in all Corporate Business Units

particularly Project/Object Financing units;

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

43

RRF,

EIB

Green

Investments

II,

EIB

loan

for

Entrepreneurship

and

Social

Impact

and

Hellenic

Development Bank" ("HDB") (Liquidity, Green and Digital

Co-financing) programs implementation;

Among the leading franchises in Greece for RES projects.

NBG’s current RES portfolio amounts to ca. €2.6 billion

(loans and off-balance sheet items) with a capacity of

3.300 MWs, equivalent to approximately 30% of Greece’s

existing capacity in terms of MWs;

Coordinator and Mandated Lead Arranger for pioneering

financing framework agreement of up to €766 million with

Helleniq Energy.

Strategic areas

In 2023, the global economic landscape presented a host of

challenges shaped by various factors that significantly influenced

economic dynamics. Geopolitical tensions continued to cast a

shadow

over

economic

stability.

Inflationary

pressures

and

persistent fluctuations in interest rates remained critical drivers,

impacting economic development. The necessity to adopt to the

rapidly evolving banking sector due to the rise of fintech competition

poses both an opportunity and a challenge for traditional banks.

The main objective of the Corporate and Investment Banking (“CIB”)

General Division is to provide its clients with tailor made solutions,

acting as their main partner bank to facilitate their growth plans,

fully meet their needs in respect of credit and non-credit products

and services, while generating value for both sides of the banking

partnership, thereby ensuring sustainable revenues and profitability

of the Bank.

The Bank offers corporate clients a wide range of products and

services, including financial and investment advisory services,

deposit accounts, loans denominated in euro and other currencies,

foreign exchange services, standby letters of credit and financial

guarantees, insurance products, custody arrangements and trade

finance services.

Activity

CIB,

being aware of

difficult conditions that have arisen from high

benchmark interest rates across global markets driven by high

inflationary pressures, and the repercussions of geopolitical

uncertainties

, keeps providing strong support to its customers, as it

has done in the past.

The ongoing transformation process has continued with remarkable

results during the latest seasons, focusing on becoming the “Bank of

First Choice” with superior coverage product, client experience and

processes. The coverage and service model revamping has been an

ongoing process that will offer a unique experience through new

digital

capabilities

and

enhance

our

business

intelligence

capabilities/ tools, to create incremental value for our clients and

our shareholders. In 2023, CIB focused on the following areas:

Growing further the SME segment in strategic sectors with high

potential;

Increasing cross selling through Corporate Transaction Banking

(“CTB”) including digital solutions/ Application Programming

Interface (“APIs”);

Exploiting growth opportunities in the booming shipping sector

without sacrificing credit quality;

Taking a leading role in major projects and bond issuing deals in

various sectors, solidifying our position as a core player in the

custom transactions market;

Providing advisory services to a wide range of corporate clients

across several industries as well as advisory and underwriting

services in Greek Capital Market transactions (ECM & DCM)

through the Investment Banking Division;

Incorporating the ESG assessment into the loan origination

process (ESG transaction assessment, ESG obligor assessment);

Leveraging the RRF for investment projects on Green Transition

and Digital Transformation;

Attracting specific programs for Green Investments such as EIB

Green Investment Program II;

Effectively managing risks through timely initiatives and using

the know-how and experience of the staff in the division.

In 2023 the following were achieved:

Substantially increased revenue and profitability, surpassing

the Credit expansion and the Net fees & commission budget,

whilst focusing on sustainable growth of the corporate

portfolio;

Implemented the new Corporate Service Unit (“CSU”), with

most corporate clients now being served centrally;

Signed a Memorandum of Mutual Understanding (MoU) with

Epsilon Net for a long-term, exclusive collaboration to jointly

develop technological applications and products for corporate

clients

and

leverage

opportunities

from

the

digital

transformation of the Greek economy;

Increased the minimum annual turnover and approved risks of

the Corporate segment to €5.0 million and €1.5 million,

respectively; and transferred relevant customers to Business

Banking, leading to better resource allocation for the SME

segment.

Corporate banking includes the following divisions:

Large Corporate:

Large Corporate portfolio is handled by two

separate divisions with distinctly separate structure and clientele.

One division deals with large groups and companies with €200

million annual turnover and above (on a consolidated basis). The

other division focuses on mid-capitalization companies (with €50

million to €200 million annual turnover) and other specialized

categories (such as intragroup, Greek state related entities etc.).

Structured Financing:

Following its structural reorganization over

the past years, the Structured Financing business is now a core

growth arm of the CIB. It focuses on originating, managing and

executing wholesale, event-driven primarily, financings across four

pillars:

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

44

Energy Project Finance

Real Estate Finance

Concessions Project

Finance & Advisory

Leveraged Acquisition

Finance

Transactions are mostly executed on a non-recourse basis, either in

bilateral or syndicated format, mobilizing the team’s in-house

placement capabilities, as required. Beyond customary support of

local sponsors, Structured Financing is particularly focused on

facilitating foreign direct investment of international sponsors in

Greece across the financial sectors.

Medium-Sized Businesses (“SMEs”):

SMEs

includes businesses with

annual turnover between €5 million and €50 million, or business

with turnover smaller than €5 million but with total exposure to the

Bank exceeding €1.5 million, or initially originated from the SME

Division

.

Shipping Finance:

Greece is one of the world’s largest ship owning

nations with a long-standing tradition. Shipping has long constituted

one of the key sectors of the Greek economy with NBG being pivotal

participant (including local and international peers) in Greek

shipping finance, carrying out its activities through its dedicated

Piraeus-based shipping unit. NBG has traditionally provided long-

term financing mainly to shipping companies of the dry bulk and wet

bulk sectors while gradually expanding on a selective basis to more

specialized markets (such as gas carriers, containerships, car

carriers), with a consistent view to asset quality, risk management

and enhancement of the portfolio’s profitability.

Note on 2023 environment:

2023 was marked broadly by extreme weather conditions that have

disrupted the typical operations of businesses and needs proper

support. This required the timely and targeted actions of the

Divisions to engage with customers and assist them in weathering

this new financial challenge while maintaining a focus on tapping

into the potential of the Greek economy.

In this financial environment, the Bank’s long-term strategy to

ensure a steady flow of liquidity to businesses that continue to invest

in competitiveness and innovation. Simultaneously, promoting

extroversion is considered paramount in the Business Plan’s agenda.

At the same time, the Bank participated in several favourable

business

financing

programs

in

cooperation

with

European

organizations, such as the European Investment Bank (“EIB”) and the

European Investment Fund (“EIF”).

Although 2023 was an overall resilient and healthy year, several

events affected international shipping business, reshuffling major

shipping routes and disrupting supply chains. The continued Russia-

Ukraine war, the Red Sea crisis, and the Panama Canal drought, all

led to longer trade routes and port congestions. In parallel, the

global transition to “greener shipping” has brought about a

manageable pace of growth in the vessels’ supply.

In a global environment of high inflation and high interest rates, NBG

steadily expanded its customer base and balances, while further

leveraged the potential of its existing, high-quality clientele.

2024 Priorities

Leveraging the Bank’s strong human capital and product structuring

capabilities, a

lo

ng with a revised coverage and service model, CIB

focuses on:

•

Robustly growing the SME segment in strategic sectors with

high potential;

•

Maintaining a leadership position in large Structured Finance

transactions (i.e. Energy with focus in renewable energy,

Real

Estate,

Leveraged

Acquisition

Financing,

Infrastructure);

•

Maximizing the Bank’s share of wallet across products in

large groups;

•

Increasing cross-selling and therefore the fees generation

capability, by leveraging the CTB

•

Promoting a more supportive and “next to the client”

business approach;

•

Strong

portfolio

development

in

Energy

efficiency

investments

and

Renewable

Energy

Sources

(“RES”)

projects;

•

Further

enhancement

of

credit

process

with

the

improvement of the workflow toolkit.

To this end, the main targets of CIB are:

•

Τo further develop cross selling by expanding and deepening

partnerships across the entire range of products and services

offered to our customers, with a particular focus on

transactional banking and non-capital intensive revenue

streams;

•

Τo further grow the corporate portfolio, increasing the share

of banking cooperation on a selective basis (especially in the

SME segment) and forging sustainable growth of revenue

and profitability, also via the use of various financial

instruments

such

as

the

RRF,

Infrastructure

Fund

(TAMYPOD), EIB Green Investments II, EIB loan for

Entrepreneurship and Social Impact, EIF Invest EU;

•

Τo maintain our focus on providing credit to healthy, export-

oriented medium-sized businesses. Special emphasis is

placed on business sectors such as tourism, energy, logistics,

pharmaceutical manufacturing (particularly generics), agri-

food;

•

To be the leading player in major development transactions,

and generally support sustainable investment projects that

generate value for our customers and the economy as a

whole;

•

To adapt on the consequences of the inflation pressures and

rapid change in global benchmark interest rates;

•

To keep on empowering our corporate coverage teams,

freeing-up time to focus on client support/ advisory and new

business development;

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

45

•

To expertly complete the CIB training cycle regarding new

available e-tools, VBM methodology mindset adaptation,

advancement and strengthening of soft skills for front line

officers and executives;

•

To develop and launch portfolio dashboard and customer

360 view modules on CRM;

•

To successfully complete and fully integrate the new service

model - CSU;

•

To attract and retain talent while further developing our

people;

•

To further improve our clients’ experience and retain costs

by streamlining our credit underwriting and client on-

boarding processes;

•

To maintain top-class levels of risk management and sound

risk culture;

•

To enhance digital channels’ capabilities and introduce self-

service functionalities;

•

To adopt and apply ESG principles to our financing activities;

•

To maintain special focus on sustainable financing through

both traditional RES financing and dedicated programs that

support sustainability such as the RRF (Recovery & Resilience

Facility) program and EIB programs.

•

To maintain our shipping portfolio quality of clients and

market share, always considering the developments and the

long-term prospects of the shipping markets;

•

To further grow our Investment Banking business;

•

To remain committed in advancing NBG’s Transformation

Program and the rapid deployment of the actions and

strategic targets set out therein;

•

To focus on the development and marketing of new products

and services, targeting at enhancing business access to

programs with favorable financing terms, while offering

tailor-made solutions that meet businesses’ financial needs.

•

To selectively grow our offshore exposure via international

projects, in both bilateral and syndicated basis.

Finally, the CIB Division through its independent Segment Risk &

Control Sector, accelerated the enhancement of the relevant

Internal Control system by ensuring that appropriate controls are

designed in the segment’s streamline operations. The continuous

alignment of Segment Risk & Control Sector activities with those of

the Risk and Control Functions, as well as the positive tone set by the

management of the Corporate Banking Division ensures that

awareness and understanding of risk is constantly promoted while

internal control culture is cultivated.

NPE Management (Legacy Portfolio) & Specialized

Asset Solutions

2023 Highlights

Launch of new Frontier III Securitization to conclude

Balance Sheet Clean up.

Successful containment of NPE flows and reduction

of legacy NPEs.

During 2023 Specialized Assets Solutions Unit has

managed to complete several transactions (c. €321

million new disbursements including senior notes)

and buildup of pipeline in the secondary market.

Strategic areas

The key strategic objectives of NPE Management & Specialized Asset

Solutions Division are:

The completions of the clean-up of the Bank’s balance sheet,

targeting NPEs below c.3% of gross loans by 2026.

Further explore opportunities in the emerging secondary

market and become the “Bank of first choice” in the market.

NPE Management (Retail Collection & Special Assets Unit)

The Bank under the Trouble Asset Unit (“TAU”) has established two

dedicated and independent internal Units, one responsible for the

management of the Bank’s retail loans (the Retail Collection (“RC”)

and the other for the Bank’s corporate delinquent exposures (the

Special Assets Unit (“SAU”)). The two Units have end-to-end

responsibility for their respective troubled asset

exposures.

Regarding corporate governance, the Units report to the General

Manager of Non-Performing Exposures who reports to Group CFO.

Furthermore, there are tangible Group initiatives of real estate

management, related to workout actions (auctions, foreclosures and

repossessions) with strong involvement from Group Real Estate

Management experts and monitoring by the Senior Executive

Committee.

Total NPE portfolio at Group level amounted to €1.3 billion as at 31

December 2023 compared to €1.8 billion as at 31 December 2022.

Group NPE ratio stood at 3.7% as at 31 December 2023 decreased

from 5.2% in 2022.

Through the TAU, the Bank is in the position to:

•

control NPE inflows;

•

preserve balance sheet health; and

•

further explore opportunities arising in the secondary market

that evolves from the workout of NPE portfolios that have exited

the banking system.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

46

Corporate Special Assets management

SAU | Organizational Structure

The SAU, established in June 2014, is an independent and centralized

Unit, with end-to-end responsibility for the management of Large

Corporate, SME, and Shipping NPEs.

SAU consists of three divisions which focus on i) NPE Management

ii) Support & Administration after Denouncement and iii) Strategic &

Operational initiatives.

Borrowers of Corporate NPE management division are segmented

into three categories based on the following criteria:

•

Large Corporates: Group of customers with annual

turnover above €50 million, or initially originated from the

Large Corporate Division and complex deals.

•

SMEs: Customers with annual turnover between €5

million and €50 million, or Small Business with total

exposure to the Bank exceeding €2.5 million, or initially

originated from the SME Division.

•

Shipping: Customers with operations related to the

shipping sector

SAU | Organic Actions for the reduction of NPEs

Significant progress has been made during the last years towards

addressing the issue of corporate NPEs in order to support the

recovery of distressed, but cooperative and viable borrowers. The

main initiatives can be summarized as follows:

Tailor-made restructurings aiming to reduce the debt repayment

obligations to sustainable levels;

Assessment of alternatives to reduce the bank debt, without,

however, forgiving a possible future upside, achieved through

debt-to-equity transactions, convertible bonds or issuance of

preferred shares.

Debt-to-asset transactions or amicable asset sales aiming to

reduce bank debt through the proceeds from the sale of non-core

assets, usually as a part of a holistic solution of the obligor with

the Banks;

Further improvement of interbank cooperation.

SAU uses a number of different forbearance, resolution and

foreclosure measures, following international best practices, but

tailored to the current economic and legal environment in Greece.

Appropriate tools to measure the viability of debtors, fully

integrated into the IT environment of the Bank, as well as net

present value (“NPV”) analysis for the prioritization of alternative

modification solutions are also used. In 2023, SAU performance was

based both in organic and inorganic actions having exceeded target

NPE balance by c. €135 million.

A. Collaboration with the other banks

Regarding corporate exposures SAU collaborates with other banks

for borrowers with common exposures in order to provide a holistic

proposal, ensuring timely cross-bank alignment and consensus on

the appropriate restructuring approach. In complex cases, i.e. in the

entrance of a strategic investor, a rehabilitation process may be

followed, safeguarding the long-term viability of the company and

the debt sustainability after restructuring. On large cases a Chief

Restructuring Officer is usually appointed by the credit banks in

order to monitor the implementation of the restructuring decision.

B. Denounced Portfolio Management

The Bank denounces a loan contract when a borrower is in default

and is non-cooperative and/or non-viable. The denouncement of a

contract can also be decided due to the bankruptcy or dissolution of

the debtor’s company or initiation of legal actions against the

borrower by other creditors. Although the primary strategy for the

denounced portfolio is the recovery through the liquidation of

collateral, settlement solutions are also available, even after the

denouncement through amicable and viable arrangements. During

2023, 165 auctions were expedited by SAU.

SAU Inorganic Actions for the reduction of NPEs

The NPE Management Strategy includes several projects aiming to

an expedited reduction of NPEs through inorganic actions (portfolio

sales, as well as bilateral agreements mainly concerning Large

Corporate cases). Regarding implemented securitizations, Frontier II

transaction was closed in February 2024 as well as data the

migration process, while Solar migration process is expected to be

conducted in 1Q.24. A new securitization transaction (Frontier III)

has been approved by the BoD. Closing of relevant transaction is

expected within 2024.

Retail collections management

Established at the outbreak of the financial crisis in 2010. RC is an

independent and centralized Unit, focused on the management of

delinquent, non-performing and denounced retail loans.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

47

RC consists of three Divisions, which focus on:

Collections operations, managing all the available client

channels.

Delinquent Retail Underwriting, deciding the

restructuring solution to be offered to each applicant.

RC Strategy and Support, setting-up and coordinating

the strategic initiatives of RC and supporting the other

Divisions

.

As at 31 December 2023, RC managed €1.9 billion of mortgage loans,

consumer loans, credit cards and micro business loans, that are:

A. 1+ days past due (“dpd”).

B. Current (0 dpd) and classified as Forborne

Exposures (“FPE” & “FNPE”).

RC leverages all possible channels to reach clients in financial

difficulty and works with them towards finding viable solutions.

Such channels include:

Call centers

(Internal collections center (“ICC”) and external debt

collection agencies (“DCAs”))

NPL Hubs

(Specialized Branches within regular bank Branches)

Bank Branches

Law offices

(External law firms and internal law office)

Mail

Alternative channels

(SMS, website, etc.)

When managing retail delinquent loans, the following four main

stages can be identified:

Main Actions:

Support Measures

Special measures were taken (eg. payment moratoria, adjustment of

communication,

postponing

of

legal

actions)

for

supporting

borrowers impacted by natural disasters.

Inflation & Interest Rate Increase Borrower Support Measures

An interest rate cap was applied to floating interest rates of

performing mortgage loans, aiming to protect customers from

interest rates’ increase.

A reward scheme for low-income borrowers (Gefyra 3) was offered,

supporting and incentivizing borrowers to remain current.

New Products

During 2023, the following restructuring products were designed

and became available:

•

Fixed interest rate products for customers with mortgage,

consumer or SME loans with collateral:

–

Restart 1: Fixed interest rate for the first 5 years, combined

with a minimum fractional installment of 80%

–

Split & Settle: Potential debt write-off after payment of all

installments

–

Restart 3: Loan duration extension with a minimum

fractional installment of 80%, offered to customers with

mortgage loans in early arrears.

1. The Collections Stage

where the aim

is to convince delinquent debtors to

repay their past due amounts and

return to current status, without

resorting to offering restructuring

solutions

2. The Restructuring stage

, where the

goal is to identify a viable restructuring

solution for the relevant borrower

exposures

3. The Legal stage

, where through the

escalation of legal actions, the goal is to

convince non-cooperative clients to

cooperate and restructure or proceed

with collateral based solutions

(amicable/ liquidations)

4.

Preparation and support

of

sale/ securitization of parts of

the portfolio

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

48

Restructurings:

Restructurings of the NBG Retail portfolio reached €193 million.

The RC quarterly restructuring volume

(in € million)

22

Foreclosures / Auctions

During 2023, 112 auctions were held, of which 43 auctions were

successful.

Introduction of the updated insolvency framework

Regarding the new insolvency framework introduced by Greek Law

4738/2020, 3,868 applications with NBG participation have been

submitted. 675 applications have been implemented (€43 million)

following the creditors’ restructuring approvals and the borrowers’

agreements.

2023 RC and SAU portfolio sales / securitizations

See section “Key Highlights - Key achievements and significant

developments of NBG Group in 2023 - Disposal of NPE portfolios–

Project “Frontier II & III”)

.

Specialized Asset Solutions

Given the ending phase of the NPE deleveraging process, the

rehabilitation of these portfolios serves as an opportunity for NBG

to diversify and enhance its sources of income. While servicers are

speeding up efforts to meet agreed business plans, NBG aim is to

capture opportunities arising from the workout of sold/securitized

portfolios.

To this end, in 2022, the Bank established the Specialized Asset

Solutions Unit responsible for the end-to-end coverage of the

respective market, by offering a full spectrum of financing solutions

to the ecosystem of NPE’s servicers and investment funds.

During 2023 Specialized Assets Solutions Unit has managed to

complete several transactions

(c. €321 m disbursements including

senior notes)

and buildup of pipeline in the secondary market.

In particular, NBG is focusing on the following key strategies and

aims to be the Bank of first choice in this emerging market:

i)

Acquisition Financing: Selective financing of

NPE portfolio

buyers

in primary & secondary market.

ii)

REOCo financing: Financing of

NPE portfolio buyers

or

Real

Estate portfolio investors

to acquire Real Estate collaterals

(and subsequently sell them).

iii)

Real Estate Financing: Financing of

end buyers of Real Estate

assets

(individuals & businesses) through a referral

framework

with key market participants or ad hoc

transactions.

iv)

Reperforming

portfolio acquisition (as and when the market

matures in accordance with EBA guidelines).

Further achievements during 2023:

Throughout

2023, full launch of referral platform and pre-auction

financing for residential & commercial assets (1

st

bank to offer this

specialized product).

Capture market share

through new agreements: eight collaboration

long form agreements have already signed with key servicers,

investors & participants in the market.

Ultimately,

the

Specialized

Asset

Solutions

aims

to

bring

rehabilitated assets and borrowers back into the banking system,

actively supporting in this way the effort to increase the bankable

population of the country after years of crisis and balance sheet

deleveraging, supporting the further growth of the Greek economy.

For reasons of operational efficiency, a strategic decision was

reached in Q4.23. Corporate transactions’ business segment of SAS

will be transferred to the Bank’s CIB Division, while SAS’s Referral

Platform

segment,

relating

to

the

origination

and

process

management of retail and SB auction financing products, will be

transferred to the Retail Banking Division of NBG, along with the

project management of the highly evolving reperforming loan

market, in which, NBG aspires to assume a strategic role. The

aforementioned reorganization is scheduled to be concluded within

Q1.24.

Other Activities

Group Real Estate

Group

Real

Estate

is

responsible

for

the

comprehensive

management of the NBG Group’s total real estate portfolio and for

the provision of valuation and technical services on a fully integrated

basis. The real estate portfolio is composed of properties owned or

leased by the Group to house its operations (branch network,

administrative

offices

and

headquarters),

the

portfolio

of

repossessed assets (“REOs”), and special purpose vehicles housing

large properties.

Over the past few years, Group Real Estate has undertaken an

increasingly more important role in the Bank’s strategic objectives,

expanding

its

activities

beyond

its

traditional

real

estate

38

42

61

9

8

7

8

4

5

4

2

51

54

73

15

1Q23

2Q23

3Q23

4Q23

ML

SBL

CL

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

49

management activities to include asset repossession, maturation

and divestment of properties, thereby actively contributing to the

Bank’s NPE reduction strategy and the overall targets of the Healthy

Balance Sheet Workstream of the Bank’s Transformation Program.

Strategic areas

REO business

Property sales in 2023 once again surpassed expectations. REO

divestment targets were exceeded, achieving a historic record

period performance. Total NBG Group Real Estate contracted sales

reached €76 million for 445 properties sold, yielding significant

profits.

Key drivers for REO’s successful performance remain the adoption of

a new strategy for the comprehensive management of all

promotional

channels

(electronic

channels,

brokers,

branch

network) and the successful transition from the traditional model of

physical tenders to the more flexible, integrated electronic tender

and promotion model, ensuring the efficient exploitation of real

estate portfolios with a large geographical spread.

More specifically, for the promotion of REOs, as well as other

properties of the Group, an Agents’ registry with nationwide

coverage

was

created

and,

the

web

portal

(www.realestateonline.gr) was significantly upgraded, incorporating

a platform for electronic tenders, ensuring transparency, greater

efficiencies

and

further

enhancing

flexibility

in

real

estate

transactions.

As of 31 December 2023, there were 1,766 properties with value of

c. €209 million ready for sale through the portal, with an additional

c. 850 properties valued at c. €102 million to be uploaded within

2024 and a further c. 1,239 properties valued at c. €134 million to

follow in the next years.

Property Management

In 2023, the Property Management Division intensified its efforts on

the Bank’s Real Estate spending optimization objectives with respect

to the Branch Network and Headquarters’ Buildings under the

relevant Transformation Program, reducing overall costs via lease

terminations and subleasing of vacant spaces to third parties.

In this context, the bank entered into a binding memorandum of

understanding with Prodea Investments S.A. to purchase 43

buildings leased by the Bank.

During 2023, the Bank proceeded with

the purchase of 23 of these buildings, as well as another 2 buildings

leased from a third party, for a total amount of €248 million. In

February 2024, the Bank, as per the memorandum of understanding,

purchased 18 buildings from Prodea Investment S.A for an amount

of €39 million, with the purchase of the remaining 2 buildings for an

amount of €4 million to be concluded within H1 2024. The purchases

will result in a total annual lease cost reduction of c. €22 million.

ESG actions

In the context of the Bank’s Environmental Strategy, Group Real

Estate completed several ESG implementation projects with respect

to its buildings. The most notable were:

•

The certification of NBG premises, according to Energy

Management Standard ISO 50001, in the context of which

specific plan for the energy upgrading of our premises was

drawn up, to be monitored by the independent Certifier,

Eurocert.

•

The expansion of Photovoltaic (PV) panel installation

capacity, from 1.8MW to 2.3MW, on the warehouse roofs of

the Group’s logistics subsidiary (PAEGAE), at Magoula,

Attica. The connection to the HEDNO (Hellenic Energy

Distribution Network Operator) grid is expected within

1H.24. The PV installation will cover 70% of PAEGAE’s total

energy consumption, compared to 50% currently.

•

The

energy

efficiency

upgrades

of

Electromechanical

Infrastructures

(e.g.

lighting,

heating-cooling

systems),

regarding Branches & Administration Buildings, in the

context of general renovations works.

•

The continuation and successful completion of the energy

upgrading of the Group’s buildings is a key target in the

coming years, in order to further reduce the Group’s carbon

footprint. In the context of ESG actions & Net Zero Targeting

2030, a study for the removal of boilers in 54 branches and

buildings was undertaken, estimating a related carbon

footprint reduction by 57% until 2028.

Other activities during 2023

Valuations and advisory services

Group Real Estate houses all the valuations and related real estate

advisory activities of the Group through the Property Valuations and

Advisory Division (“PVAD”). The PVAD is responsible for conducting

all types of valuations, technical assessments & investment plan

appraisals (e.g. hotels, malls, renewable energy plants, industrial

plants) for movable (equipment, machinery, airplanes, intangible

assets, goods & commodities) & immovable collateral assets.

Moreover, it provides multifaceted relevant services and support to

all Group Business Units (Corporate, Retail, TAU, Leasing, owned real

estate assets) and ad hoc appraisal services to third parties. The

PVAD has a total manpower of 47 experts (engineers & economists)

and manages a network of c. 400 External Valuers throughout

Greece.

With respect to the PVAD core service area, 2023 was a productive

year with c. 62,000 valuations with a total value of c. €25 billion.

Furthermore, thanks to its professional expertise, PVAD offered

valuation services to third-party institutional clients, the most

notable being the revaluation of OTE Estate’s asset portfolio.

In addition, the PVAD actively participates and guides the Bank's

efforts in the collection and management of information related to

Environmental

and

Climate

data

regarding

all

Group’s

collaterals/assets and ensuring the Bank’s business decisions.

Moreover the Division provides continuous and constantly updated

and specialized advisory support within the framework of its

regulatory

obligations,

to

the

Supervisory

Authorities

for

Environmental, Social and Corporate Governance (ESG) issues.

Technical services

The Technical Services Division offers a wide spectrum range of

technical services to the NBG Group which extends from building

infrastructure management services to Bank's premises, focusing

mainly on the maintenance and renovation of Group's infrastructure

and facilities (1,204 sites), to the undertaking of specialized studies

and

projects,

issuing

Certificates,

carrying

out

technical

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

50

evaluations/building surveys and the installation of advanced

Electromechanical Infrastructure systems (energy management,

security, fire protection, etc.). In this context, the Technical Services

Division ensures the Group’s full compliance with current State

Technical Legislation requirements.

In 2023, total projects of c. €11 million in budget were successfully

completed, the most significant project initiatives of which were:

•

The restructuring and renovation of the Branch Network

•

The implementation of Phase A of the Branch Network

Rebranding Project (96 Branches), expected to be continued

in 2024

Furthermore, Technical Services Division provided technical

support:

•

for

the

implementation

of

the

Buildings

Utilization

Monitoring System initiative targeting optimal utilization of

premises, covering area measurements of Branches and

Headquarters buildings in addition to corresponding Unit

personnel allocation,

•

to the Group’s warehouse subsidiary -PAEGAE- (Approval of

Magoula

Site

Expansion’s

Masterplan,

infrastructure’s

upgrade technical works etc.), as well as to the other Group’s

inland subsidiaries, which will be continued in 2024;

•

for the development and relocation of Stopanska Banka’s

Administration Building in Skopje, which is expected to be

completed within 2025;

•

for NBG Cyprus Headquarters’ Expansion project.

Global Transaction Services Activity

The Global Transaction Services Division (“GTS”) of NBG serves the

transactional product needs of Large Corporates, Small & Medium

Size enterprises, Financial Institutions as well as Small Businesses

and individuals. Products & Services offered include Payments

Import & Export Collections, Letters of Guarantee (“LG”), Letters of

Credit (“LC”), Stand By Letters of Credits (“SBLCs”), as well as

structured financing solutions facilitating cross border Trade and

covering the entire supply chain.

2023 Highlights

During 2023, GTS:

•

effected drawdowns of €550 million via structured Trade

financings and maintained a Letter of Guarantee book (incl.

SBLCs) of €4.8 billion (balances as at 31 December 2023);

•

maintained a leading market share in import and export

products by SWIFT Traffic, as well as in local payments;

•

won Global Finance “Best Trade Finance Bank” award for the

11th year in a row.

Strategic areas

In the context of the Bank’s strategic Transformation Program that

aims at improving the operational efficiencies and developing the

expertise of GTS, the Bank is constantly investing in new

technologies, with related projects being in full progress, offering

clients integrated flows and instant messaging options.

Leveraging on NBG’s competitive advantages, GTS further develops

the close cooperation and coordination with the Bank’s business and

functional

units,

targeting

“new

to

Trade”

clients,

further

penetration to the existing client base and design/implementation

of innovative solutions that will contribute to the improvement of

profitability and operational cost measures

.

Moreover, during the post COVID-19 period, GTS managed to

respond in the best possible way to the Bank’s client requests,

offering top quality services and subject matter expertise in

Payments and Trade Finance solutions. Our goal remains to support

in an efficient and consistent way our clients’ business and

expansion plans in the international competitive landscape, offering

specialized quality service, flexible solutions and quick response

times.

Another pillar of the GTS Division is Correspondent Banking. The

Bank maintains one of the largest domestic branch and international

correspondent networks, offering a full range of transaction banking

services, something that distinguishes us as the “Bank of First

Choice” and trusted partner for most of the world’s leading Financial

Institutions. Consistently, we meet the highest requirements for

quality, timely and efficient transaction banking services supported

by our dedicated, on-the-ground, Customer Service Team (Greek &

English speakers).

Activities in 2023

In Trade Finance, on a full year basis, c. 55% of Import transactions

and LGs were conducted via digital platform i-bank Trade Finance.

In order to address the trade compliance and regulatory risks which

have increased significantly over the past years as well as further

automate

Trade

Finance

transactions’

processing,

GTS

has

implemented an Optical Character Recognition (“OCR”)/Intelligent

Character Recognition (“ICR”) system fully integrated with Trade

Finance platform. Integrating OCR.ICR document checking service is

a great advantage to mitigate compliance risk exposure, while

automation in processing trade documents saved turnaround time

and cost.

Finally, GTS implemented the digital signature facility for the signing

of Letter of Guarantee Application forms and contracts, aiming at

further improving the clients’ experience and expediting the

issuance & execution processes. The roll out of the digital signatures

to the remaining Trade Finance product portfolio is in progress.

At the same time, GTS designed specialized and customized

solutions, supporting our Greek clients in the realization of their

business plans, offering access to markets of interest, at the optimal

cost structures. Our trade desk in Cyprus is staffed by subject matter

experts, offering advisory services and market intelligence.

In parallel, the European Bank of Reconstruction and Development

(“EBRD”) Trade Facilitation programs, that NBG actively participates

as Issuing Bank provide an extra Trade corridor for our clients,

leveraging on our cooperation with international and supranational

organizations.

In Payments, GTS has upgraded its Payments platform and was the

first Bank in Greece to implement the European Instant Payments.

In addition, GTS has launched Mass payments files functionality,

offering a Host to Host streamlined payments processing across

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

51

corporate banking clientele. GTS also upgraded the post payment

services

in

e-banking,

improving

customers’

experience

for

payments cancellation queries and investigations.

Leasing

The Bank began its leasing activities in 1990 through its subsidiary,

Ethniki Leasing S.A. Ethniki Leasing S.A. leases land and buildings,

machinery, energy parks, transport equipment, furniture and

appliances, computers and communications equipment.

Furthermore, in 2023 and for fifth consecutive year, Ethniki Leasing

S.A. remains the champion of the new business implementation

amounting to €250 million.

More specifically, the new business carried out in 2023 by all Greek

leasing companies, amounted to €636 million (source: Association of

Greek Leasing Companies, 2023 statistical data), where 39.3% was

covered from Ethniki Leasing S.A.

Factoring

The Bank has been active in the provision of factoring services since

1994. In May 2009, Ethniki Factors Single Member S.A. was

established as a wholly owned factoring subsidiary of the Bank, as

part of its strategic decision to expand its factoring operations in

Greece. Ethniki Factors S.A. offers a comprehensive range of

factoring services to provide customers with integrated financial

solutions and high-quality services tailored to their needs.

Brokerage

National Securities S.A. (“NBG Securities”) was established in 1988

and constitutes the brokerage arm of NBG Group. Offering a wide

spectrum of integrated and innovative investment services to both

individual and institutional customers, NBG Securities aims at

providing investment services tailored to their needs.

2023 was a milestone year for the Greek Stock Exchange, marked by

high returns in all major indices, increased trading volume and

significant equity capital markets transactions, including initial public

offerings and secondary offerings, in which NBG Securities played a

substantial role.

Consequently, in 2023, NBG Securities strengthened its market share

on the Athens Stock Exchange to 11.4%, up from 10.2% the previous

year.

Asset Management

The Group’s domestic fund management business is operated by

NBG

Asset

Management

Mutual

Funds

S.A.

(“NBG

Asset

Management”), which is wholly owned by the Group and was the

first mutual fund management company to be established in Greece.

Set up in 1972, NBG Asset Management manages private and

institutional client funds, made available to customers through the

Bank’s extensive branch network. The Company's objective is to

achieve

competitive

returns

in

relation

to

domestic

and

international competition.

As of 31 December 2023, total assets under management in mutual

funds and discretionary asset management amounted to €2.6

billion, with NBG Asset Management maintaining a market share in

mutual funds in Greece of 10.5% (Source: Hellenic Fund and Asset

Management Association—report of 31 December 2023). The

number of clients serviced by NBG Asset Management is in excess of

50,000, including 60 Institutional investors.

€ million

2023

2022

Mutual Funds under management

1,656

963

Discretionary Funds under management

907

740

Total Funds under management

2,563

1,703

Market Share

10.5%

8.9%

The 32 mutual funds of NBG Asset Management, among them five

in Luxembourg, cover a wide range of investment categories (Equity,

Bond, Balanced and Fund of Funds) in Greece and International

markets. Late 2022 and during 2023, NBG Asset Management

created a new innovative mutual fund range with the main

characteristics to be the fixed duration, the pursuit of capital

preservation and in some cases the payment of an annual dividend.

Such a wide spectrum of investment products gives great flexibility

to investors who wish to build their personal investment plan

according to their investment profile and objectives through mutual

fund portfolios with a high degree of diversification.

In addition to mutual fund management, NBG Asset Management

offers the following services for institutional and private investors:

•

Discretionary Portfolio Management Investment Services;

•

Advisory Services.

It also offers a range of financial products and services that cover the

needs of:

•

Social Security / Pension Funds;

•

Insurance companies;

•

Corporates.

Activities outside Greece

As at 31 December 2023, NBG Group operated two commercial

banking subsidiaries abroad, in North Macedonia (59 branches) and

Cyprus (2 branches). The NBG London Branch and its banking

subsidiary in Malta have been closed, while NBG Egypt Branch

offboarded all its customers and is in the process of surrendering its

banking license.

The Bank’s international operations accounted for €2.6 billion or

3.5% of the Group’s total assets excluding non-current assets held

for sale as at and for the year ended 31 December 2023. Loans and

advances to customers were €1.7 billion as at 31 December 2023,

whereas deposits “Due to customers” amounted to €2.0 billion at 31

December 2023.

Non-Current Assets and Disposal Groups classified as

held for sale and discontinued operations

Non-current assets held for sale at 31 December 2023 comprise of

Probank Leasing S.A. (Project “Pronto”). Furthermore, they also

include the contemplated loan portfolio disposals relating mainly to

Projects “Frontier II”, “Frontier III”, “Solar” and “Pronto”. The

transaction for the disposal of Frontier II was completed on 16

February 2024 following the receipt of all necessary approvals.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

52

Related Party Transactions

Based on the existing regulatory framework, the Group must disclose any transaction between the Bank, its subsidiaries and all its related

parties as defined in IAS 24 “Related Parties”, which took place during the 12-month period ended 31 December 2023. Management’s total

compensation, receivables and payables must be also disclosed separately. Regarding the transactions with the Bank’s main shareholder

HFSF, other than the ordinary shares issued by the Bank and held by HFSF and the fee income received by the Group for the divestment

process, no other material transactions or balances exist with HFSF. The following table presents the transactions between the Bank and its

subsidiaries.

For further details, see Note 42 of the Annual Financial Statements.

Subsidiaries

(€ million)

Assets

Liabilities

Income

Expenses

Off Balance

Sheet (net)

National Securities Single Member S.A.

1

59

4

1

35

NBG Asset Management Mutual Funds S.A.

3

6

8

-

Ethniki Leasing S.A.

747

30

33

1

148

NBG Property Services Single Member S.A.

-

1

-

Pronomiouhos Single Member S.A. Genikon Apothikon Hellados

1

34

-

2

NBG Greek Fund Ltd

-

National Bank of Greece (Cyprus) Ltd

68

15

2

91

National Securities Co (Cyprus) Ltd*

-

NBG Management Services Ltd

-

Stopanska Banka A.D.-Skopje

17

15

3

-

NBG International Ltd

-

26

-

NBGI Private Equity Ltd*

-

NBG Finance Plc

-

49

-

NBG Asset Management Luxembourg S.A.

-

KADMOS S.A.

-

2

-

DIONYSOS S.A.

-

EKTENEPOL Construction Company Single Member S.A.

-

1

-

Mortgage, Touristic PROTYPOS Single Member S.A.

-

2

-

Hellenic Touristic Constructions S.A.

-

Ethniki Ktimatikis Ekmetalefsis Single Member S.A.

-

13

-

NBG International Holdings B.V.

-

237

-

NBG Leasing SRL.

-

NBG Finance (Dollar) Plc*

-

1

-

NBG Finance (Sterling) Plc*

-

2

-

NBG Malta Ltd*

-

4

-

Ethniki Factors S.A.

539

4

29

-

598

ARC Management One SRL (Special Purpose Entity)

-

ARC Management Two EAD (Special Purpose Entity)

-

I-BANK DIRECT S.A.**

-

Probank Leasing S.A.***

33

7

2

-

Probank Insurance Brokers S.A.

-

2

-

Bankteco EOOD

-

1

-

Stopanska Leasing DOOEL Skopje

-

Total

1,409

510

81

7

874

*Companies under liquidation.

** I Bank Direct S.A. liquidated on 10 March 2023.

***Probank Leasing S.A., has been reclassified as Non-current assets held for sale (See Note 29 ''Assets and liabilities held for sale and discontinued operations'').

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

53

The Independent Auditors

The Board of Directors’ Audit Committee reviews the independence of the Independent Auditors, as well as their relationship with the Group,

including monitoring mandates for non-audit services and the amount of audit and non-audit fees paid to the auditors. In accordance with

the requirements set by the Relationship Framework Agreement, the Bank has to rotate its auditors every five years. According to article 28

par. 2 of Greek Law 4701/2020, HFSF and the financial institutions which have received capital support by HFSF, or the beneficiary financial

institutions that resulted from fully or partial carve-outs of banking operations in the context of Greek Law 4601/2019 (corporate

transformation law), may decide to extend the contracts with their external auditors beyond the five-year period, for a period not exceeding

10 years in total, according to article 17 of Regulation (EU) 537/2014 (L158) provided that the General Meeting of the financial institution

approves the relevant reasoned proposal of the Board of Directors, following the recommendation of the Audit Committee.

The appointment of PwC was approved by the 2017 Annual General Meeting of the NBG Shareholders held on 30 June 2017 which elected

PwC for the first time as the statutory auditors of the Bank and the Group for the year ended 2017. Following the positive assessment and

proposal of the Audit Committee and subsequent relevant reasoned proposal of the Board of Directors to the Annual General Meeting of

the Bank’s Shareholders of 28 July 2023 in accordance with article 28 par. 2 of Greek Law 4701/2020, the Annual General Meeting of the

NBG Shareholders appointed PwC as the statutory auditors of the Bank and the Group for the year ended 31 December 2023.

For more information, refer to Note 45 of Annual Financial Statements

.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

54

Group Risk Management

Governance Framework

Risk Profile Assessment

Risk Appetite Framework (“RAF”)

Internal Capital Adequacy

Assessment Process (“ICAAP”)

Internal Liquidity Adequacy

Assessment Process (“ILAAP”)

Risk Culture Program

New developments within

2023 and 2024 initiatives

Management of Risks

Other Risk Factors

As an international organization operating in a rapidly growing

and changing environment, the Group acknowledges its exposure

to risks and the need for these risks to be managed effectively.

Risk management and control form an integral part of the Group’s

commitment to pursue sound returns to shareholders.

Risk management and control play a fundamental role in the

overall strategy of the Group, aiming to both effectively manage

the risks of the organization and align with the legal and

regulatory requirements.

The Group aims at adopting best practices regarding risk

governance, taking into account all relevant guidelines and

regulatory requirements, as set by the Basel Committee on

Banking Supervision, the EBA, the ECB\SSM, the Bank of Greece,

the HCMC legislation, as well as any decisions of the competent

authorities supervising the Group’s entities.

Group Risk Management Governance

Framework

(Audited)

The Group Risk Management Function operates independently,

in accordance with the Bank’s internal policies, procedures and

control framework.

The Board of Directors bears the ultimate accountability for the

Group’s risk position. It signs off on the risk strategy and risk

appetite and monitors the effectiveness of risk governance and

management advised by the Board Risk Committee (“BRC”) or

any other Board specialised Committee, depending on the topic

per case. The Bank’s Senior Executive Committee and other

Executive

Committees

supporting

the

Senior

Executive

Committee are in charge of daily management actions and steer

of the business. The Group Chief Risk Officer (“CRO”) is a member

of the Senior Executive Committee. The CRO has direct access to

the Board of Directors, has delegated decision-authority for

executive

matters

over

risk

and

leads

the

Group

Risk

Management

Function.

Please

see

section

“

Corporate

Governance Statement – D. Board of Directors and other

management, administrative and supervisory Bodies - Board of

Director’s

Committees

–

Board

Risk

Committee”

and

“Management, administrative and supervisory bodies of the

Bank-Executive Committees

.”

The Group Risk Management Function has specialized teams per

risk type. The teams conduct day-to-day risk management

activities according to policies and procedures as approved by the

BRC, the Senior Executive Committee and other Executive

Committees. The perimeter is based on the industry standard

Risk

Management

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

55

“Three Lines of Defence” model. The Group Risk Management

Function’s activities are supported by underlying systems and

infrastructure. Finally, risk culture is viewed as a core component

of effective risk management, with the tone and example set by

the Board of Directors and Senior Management. The Bank’s

objective is to establish a consistent Risk Culture across all Units.

The Group’s Risk Management is spread across three different

levels, in order to create Three Lines of Defence.

The duties and

responsibilities of each line of defence is clearly identified and

separated, and the relevant units are sufficiently independent.

For the Three Lines of Defence please refer to section “

Corporate

Governance Statement - E. Internal Control System and Risk

Management

.”

The Group Risk Management Function

The organizational chart and reporting lines of the Risk Management Function of the Group and the Bank are depicted in the figure below:

The CRO reports to the

Board of Directors through the Board Risk

Committee

. The Assistant General Manager Group Financial Risk

Management supervises GCRCD and GFLRMD and the Assistant

General Manager Group Strategic, ESG & Operational Risk

Management supervises GSRMD, GORMD, and GRCRPMOU.

The CCO, operates under the CRO and supervises two Credit

Divisions, as set out in the diagram above, which are involved in

the credit approval process for the Group’s corporate banking,

retail banking and subsidiaries’ portfolios.

Group Risk Management

The Bank acknowledges the need for efficient risk management

and has established four specialized Divisions and two Units: the

GCRCD, the GFLRMD, the GORMD, the GSRMD, the GRCRPMOU

and the MVU. They aim to properly identify, measure, analyze,

manage and report the risks entailed in all of the Group’s business

activities. All risk management Units of the Group subsidiaries

adequately report to the aforementioned Divisions/ Units.

In addition, the two Credit Divisions, which are independent of

the credit granting Units, are involved in the credit approval

process for the Group’s corporate banking, retail banking and

subsidiaries portfolios. They perform an independent assessment

Board of Directors (“BoD

”)

Chief Risk Officer (“CRO”)

Assistant General Manager

Group Financial Risk

Management

Group Credit Risk

Control Division

Group Financial &

Liquidity Risk

Management

Division

Assistant General Manager

Group Strategic, ESG &

Operational Risk Management

Group Strategic

Risk Management

Division

Group Operational

Risk Management

Division

Group Risk Culture

& Risk PMO Unit

Chief Credit Officer

(“CCO”)

Group Corporate

Banking Credit

Division

Group Retail

Banking Credit

Division

Board Risk

Committee

(“BRC”)

Model

Validation

Unit

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

56

of the credit risk undertaking in respect of each portfolio and have

the right of veto.

Based on its charter, the mission and the

constitution of each Division/Unit are described

below:

Group Credit Risk Control Division

(“GCRCD”)

The mission of the GCRCD is to:

•

design, specify and implement the Bank's policy in

matters

of

credit

risk

management

(provision,

identification, measurement, monitoring, control) and

ensuring the Bank's capital adequacy, according to the

guidelines set by the Bank’s Board of Directors,

emphasizing on rating systems, risk assessment models

and risk parameters;

•

establish

guidelines

for

the

development

of

methodologies for Expected Credit Loss (“ECL”) and its

components, i.e. Probability of Default (“PD”), Loss Given

Default (“LGD”) and Exposure at Default (“EAD”) for each

segment of corporate and retail asset class;

•

implement a number of clearly defined and independent

credit risk controls on credit risk models, which enable an

effective oversight of risks emerging from credit activities

at all levels. These controls are appropriately executed,

and the results are documented and communicated to

the business Units on a quarterly basis. GCRCD itself

monitors these controls on a quarterly basis, assuring

they are operating effectively and remain altogether

sufficient for the purposes they were established and

continue to mitigate the risk identified;

•

provide regular assurance that models continue to

perform adequately, thus complementing the periodic

monitoring and usage reviews;

•

assess the adequacy of methods and systems that aim to

analyze, measure, monitor, control and report credit risk

undertaken by the Bank and other financial institutions

of the Group;

•

coordinate all involved units and stakeholders for the

estimation of Internal Capital against all material risks

(ICAAP), perform scenario and sensitivity analysis for

specific credit risk cases, prepare and submit the required

ICAAP package to the regulatory authorities;

•

estimate Regulatory Capital required on a consolidated

basis in respect with credit risk and prepare relevant

regulatory reports related to Capital Adequacy;

•

prepare credit risk reports, in collaboration, when

required, with the relevant units, for the purpose of

either internal evaluation and information to upper

management (e.g. ExCo, BRC) or supervisory evaluation

procedures;

•

coordinate all involved Units and stakeholders during the

review and update of the Risk Appetite Framework

(“RAF”) document, provide significant input to the

update of the RAF across RAF elements, including, in

addition to RAF indicators and thresholds, governance

arrangements, principles that govern the RAF, promptly

inform the upper management for any threshold breach

thereof; and

•

provide advisory support to every other Unit of the Bank

and the Group in matters concerning the entire range of

its responsibilities, through models, procedures and

analyses.

The GCRCD consists of the:

•

Credit Risk Control & Model Development Sector, which

in turn consists of the Corporate Credit Risk Control

Subdivision, the Retail Credit Risk Control Subdivision,

the

Corporate

Credit

Risk

Model

Development

Subdivision,

and

the

Retail

Credit

Risk

Model

Development Subdivision;

•

Credit Risk Reporting (Regulatory & Internal) Sector,

which in turn consists of the Credit Risk Regulatory

Reporting Subdivision and Credit Risk Internal Reporting

Subdivision;

•

ICAAP & RAF Monitoring Subdivision.

Group Financial & Liquidity Risk

Management Division (“GFLRMD”)

The mission of the GFLRMD is to:

•

plan,

specify,

implement

and

introduce

market,

counterparty, liquidity and Interest Rate Risk in the

Banking Book (“IRRBB”) risk policies, under the guidelines

of the Bank’s Board of Directors;

•

develop and implement in-house models for pricing and

risk measurement purposes;

•

run appropriate tests to ensure that the models continue

to perform adequately, thus complementing the periodic

validation reviews;

•

assess the adequacy of methods and systems that aim to

analyze, measure, monitor, control and report the

aforementioned risks undertaken by the Bank and other

financial institutions of the Group;

•

independently evaluate financial products, assets and

liabilities of the Bank and the Group;

•

estimate Regulatory Capital required in respect with

market risk and counterparty credit risk, calculate the

regulatory metrics for Liquidity Risk and IRRBB and

prepare

relevant

regulatory

and

Management

Information System (“MIS”) reports; and

•

provide timely and accurate information to the Bank’s

senior competent bodies (the BRC and the Asset Liability

Committee (“ALCO”) and the Regulator (SSM), with

sufficient explanatory and investigation capabilities on

the materiality and trend of the aforementioned risks, as

well

as

handle

all

issues

pertaining

to

market,

counterparty, liquidity and IRRBB risks, under the

guidelines and specific decisions of the BRC, the ALCO

and the SSM.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

57

The GFLRMD consists of the:

•

Market Risk & Counterparty Credit Risk Management

Sector, which in turn consists of the

-

Market Risk Management Subdivision

-

Counterparty Credit Risk Subdivision

-

Market Risk and Counterparty Credit Risk Stress-

testing

and

ICAAP

Framework

Monitoring

Subdivision

•

IRRBB and Liquidity Risk Management Sector which in

turn consists of the:

-

IRRBB Management Subdivision;

-

Liquidity Risk Management Subdivision;

-

ILAAP Framework Monitoring Subdivision;

-

IRRBB Stress-testing Subdivision;

•

Financial Risks’ Models Development Subdivision.

Group Operational Risk Management

Division (“GORMD”)

The mission of the GORMD is to:

•

design, propose, support and periodically validate the

Operational Risk Management Framework (“ORMF”),

ensuring that it is aligned with the best practices, the

regulatory requirements and the directions set by the

Board of Directors;

•

ensure the development of policies, methods and

systems

for

the

identification,

measurement

and

monitoring of operational risks and their periodic

assessment and ratification;

•

design and implement training programs on operational

risk, the use and implementation of programs, methods

and systems as well as any other action aiming at

knowledge sharing and the establishment of operational

risk culture Group-wide;

•

address all operational risk related issues as per the

directions and decisions of the BRC;

•

continuously monitor and review the Group operational

risk profile and report to the Senior Management and to

the Supervisory Authorities.

The GORMD consists of the:

•

Operational Risk Framework Implementation Sector,

which in turn consists of the Operational Risk Program

Implementation, the Information & Communication

Technology (“ICT”) Risks Oversight and the Operational

Risk Internal Events Collection Sub-divisions;

•

Operational Risk Framework Development Subdivision;

•

Operational Risk Reporting Subdivision; and

•

Operational Risk Awareness and Training Subdivision.

Group Strategic Risk Management

Division (“GSRMD”)

The mission of GSRMD, as shaped taking into

account the wide spectrum of risks that may be

correlated to the Group’s Strategy, in alignment

with the prevailing business needs, is to:

•

monitor, analyse and evaluate risks that are evident

or related to the Business Strategy of the Group and

may negatively impact the profitability and the

dynamic structure of the Balance Sheet for both the

Bank and/or the Group;

•

analyze the hypothesis and assumptions embedded in

the Strategic Planning, Business Planning (business

model mapping) and Future Profitability;

•

analyze risks related to the implementation of the

Business Strategy;

•

analyze risks and potential impacts measured via

appropriate Key Risk Indicators (“KRIs”) and stemming

from deviations in relation to the expressed targets

set in the Business Strategy and Business Planning;

•

develop scenarios and the execution of Stress Testing

Exercises;

•

perform sensitivity analyses related to the risks

entailed in the dynamic profitability evolution and of

the Asset & Liability Structure;

•

monitor the development, execution, and revising of

financial targets related to the Strategy of NPEs;

•

select and use appropriate performance measures

which are adjusted based on risk (risk-adjusted

performance metrics) aiming to evaluate the Strategy

Risks;

•

execute industry wide Stress Test exercises according

to regulatory demands and guidelines (EBA, SSM, etc)

in cooperation with the involved Units;

•

execute modelling and sensitivity analyses under

different scenarios;

•

monitor the evolution of NPEs;

•

monitor the dynamic evolution of Assets & Liabilities

(Dynamic Asset Liability Management (“ALM”)); and

•

exercise

a

holistic

overview

on

Climate

and

Environmental (“C&E”) risk management activities,

being the central C&E reference point within Risk

Management and the primary liaison between Risk

Management and Business Strategy stakeholders for

ESG matters, with a main focus on C&E aspects. It aims

to align C&E risk management processes involving the

different Risk Divisions and experts across risk types

(including the C&E Stress testing). This approach is

aligned with NBG’s Enterprise Risk Management

(ERM) concept, which is also applicable for the C&E

risk area.

The GSRMD consists of the:

•

Business Strategy Risk Monitoring Sector which in

turn consists of the Profitability Risk Monitoring Sub-

division, the Business model Risk & Risk Adjusted

Performance Monitoring Subdivision & the Strategic

Risk Evaluation & Action Planning Sub-division;

•

Scenario Planning & Analysis Sector which in turn

consists of the NPE Monitoring Subdivision, the Stress

Testing & Sensitivity Analysis Subdivision & the

Integrated Forecasting & Stress Testing Platform

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

58

Management & Strategic Risk Evaluation Tools

Subdivision;

•

Dynamic Modelling & Asset Liability Management

Subdivision;

•

C&E

Risks

Management

-

ESG

Sub-division:

a

dedicated Unit has been established to oversee and

coordinate

the

ESG-related

risk

management

activities and provide a holistic view of such risks,

across primary risk types.

•

Group Risk Culture & Risk PMO UNIT

(“GRCRPMOU”)

The mission of the GRCRPMOU is to:

•

measure, monitor, control and report on the Group’s Risk

Culture to Senior Management, as well as to develop and

coordinate, in collaboration with the Risk Culture

stakeholders, the Risk awareness enhancement activities

for the reinforcement of Risk Culture across the Group;

•

coordinate project management activities related to Risk

Management Function projects;

•

support the Risk Management Function’s Units with

regards to activities that fall under the responsibilities of

the Segment Risk and Control Officer (“SRCO”).

The GRCRPMOU consists of the following:

•

the Risk Culture Sub-division;

•

the Risk PMO Sub-division;

•

the Risk Segment Risk & Control Sub-division.

Model Validation Unit (“MVU”)

MVU’s responsibility is to:

•

establish, manage, and enforce the Model Validation

Policy based on applicable regulatory guidance and

requirements;

•

develop new and enhance the existing Model Risk

Management standards;

•

update the Model Validation Policy based on applicable

regulatory

guidance

and requirements;

•

communicate and escalate model risk assessments to the

Board of Directors, the BRC, the CRO and the Senior

Management;

•

independently validate and approve new and existing

models based on their materiality;

•

document material model changes in the validation

reports;

•

recertify models on a regular basis, depending on their

materiality and to review the results of the on-going

model monitoring.

The MVU consists of the:

•

Market Risk Models Validation Sub-division;

•

Retail Credit Risk Models Validation Sub-division; and

•

Corporate Credit Risk Models Validation Sub-division.

Group Corporate Banking Credit

Division (“GCBCD”)

The mission of the GCBCD is to participate in the

independent function of credit risk management of

the corporate portfolio of the Bank and its

Subsidiaries and Branches outside Greece. GCBCDs

key responsibilities are:

•

participation in the Credit Committees for corporate

clients with the right of veto;

•

review all Corporate (incl. TAU) credit proposals,

submitted

for

assessment

and

approval

by

the

competent credit committees;

•

review the outcome of the individual assessment for

impairment of lending exposures performed by the

Credit Granting units for the corporate portfolio of the

Bank;

•

participation in the formulation/ revision of Corporate

Credit Policies and Credit Procedures Manuals and other

relative regulations;

•

drafting and circulation of guidelines/ instructions for the

effective

implementation

of

relevant

policies

and

regulations;

•

participation in the classification process of obligors;

•

monitoring of the implementation and the timely

management of the Early Warning alerts for each

corporate client of the Bank as well as the outcome of

relevant actions;

•

monitoring, on a quarterly basis, the proper use of

existing internal rating models for corporate clients of the

Bank; and

•

monitoring, on a monthly basis, the timely renewal of

credit ratings and limits of corporate clients of the Bank.

Group Retail Banking Credit Division

(“GRBCD”)

The mission of the GRBCD is to provide an

independent assessment of domestic and

international retail credit. This is achieved through

the following:

•

manage the Retail Credit Policy in co-operation with

GCRCD;

•

form the relevant Retail Banking Regulations;

•

participate in the development of Retail products in all

stages of the credit cycle (new credit, rescheduling,

restructuring)

and

determine

the

framework

and

dynamic controls of the relevant credit criteria;

•

set in detail through the frameworks referred in the

relevant

Regulations

the

appropriate

approval

procedure;

•

participate in decision-making, in accordance with the

approval authority tables, based on the credit proposals

of the relevant Credit Granting Units, which are solely

responsible

for

the

correct

presentation

of

the

quantitative and qualitative data contained in those. The

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

59

GRBCD reviews the correct implementation of the Credit

Policy and Regulations.

The GRBCD consists of the:

•

Retail Banking Credit Policy Sub-division (Domestic);

•

Applications Assessment Sub-division (Domestic);

•

Portfolio Analysis (Domestic) & International Subsidiaries

Retail Credit Sub-division; and

•

Credit Policy Implementation Review Sub-division.

Each Division/Unit has distinct

responsibilities and covers specific types of

risk and all Divisions/Units report ultimately

to the CRO.

Risk Profile Assessment

The Bank has established

a stand-alone Risk Taxonomy

Framework document in order to define and outline risk types

and ensure the full alignment in ICAAP and RAF.

The Group assesses the materiality of risks in a forward looking,

dynamic approach. The process takes into account information

collected from various sources and internal expertise, in order to

address the full spectrum of risks which may have a material

impact on its capital position. These sources include, but are not

limited to, business and risk analyses, consultation with internal

and external stakeholders, regulatory and supervisory analyses

and publications and audit report findings. With regards to the

risk identification and materiality assessment process, the Bank

follows the gross approach, as suggested by the regulator, using

a common (internal) definition of materiality across all the

employed Business Units. On top of this, qualitative and

quantitative criteria have been established. More specifically, a

risk type is categorized as material, in case at least one of the

following criteria is satisfied:

•

Quantitative:

a significant impact (specific threshold) is

estimated in CET1 capital, upon the realization of these risks.

•

Qualitative:

any risk that may affect the future profitability

and capital adequacy of the Bank.

The outcome of the materiality assessment is used in the ICAAP

exercise as described in the following section. The Risk Profile is

also assessed through the RAF Dashboard that is reported on o

monthly basis to the Senior Management, as well as in the ICAAP

report where its forward-looking dimension is presented.

Risk Appetite Framework (“RAF”)

The Group has in place a Risk Appetite Framework (“RAF”). The

objective of the RAF is to set out the level of risk that the Group

is willing to take in pursuit of its strategic objectives, also outlying

the key principles and rules that govern the risk appetite setting.

The RAF constitutes an integral part of the Group’s Risk Strategy

and the overall Group Risk Management Framework. The RAF has

been developed in order to be used as a key management tool to

better align business

strategy, financial targets and risk

management, and enable a balance between risk and return. It is

perceived as a reference point for all relevant stakeholders within

the Bank, as well as the supervisory bodies, for the assessment of

whether the undertaken business endeavors are consistent with

the respective risk appetite.

NBG has in place an effective RAF that:

1.

is formed by both top-down Board of Directors

guidance and leadership and bottom-up involvement

of the Senior Management and other Stakeholders,

and understood and practiced across all levels of the

Bank;

2.

incorporates quantitative risk metrics and qualitative

Risk Appetite statements that are easy to

communicate and assimilate;

3.

supports the Group’s business strategy by ensuring

that business objectives are pursued in a risk-

controlled manner that allows to preserve earnings

stability and protect against unforeseen losses;

4.

reflects the types and level of risk that the Bank is

willing to operate within, based on its overall risk

appetite and risk profile, sets the guidelines for new

products development, as well as the maximum level

of risk that the Group can withstand, through the risk

capacity;

5.

contributes in promoting a risk culture across the

Group;

6.

is aligned with other associated key processes of the

Bank.

Within this context, the RAF allows:

1.

to strengthen the ability to identify, assess, manage and

mitigate risks;

2.

to facilitate the monitoring and communication of the

Bank’s risk profile quickly and effectively.

Internal Capital Adequacy Assessment

Process (“ICAAP”)

NBG Group has devoted substantial resources to the assessment

of its capital adequacy, relating to both risk and capital

management. The process is continuously developed and

formalized so as to enhance business benefits and support the

strategic aspirations of the Group.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

60

ICAAP objectives are the:

•

proper

identification,

measurement,

control

and

overall assessment of all material risks;

•

development of appropriate systems to measure and

manage those risks;

•

evaluation of capital required to cover those risks (the

“internal capital”).

The term “internal capital” refers to the amount of own funds

adequate to cover losses at a specified confidence level within a

certain time horizon (both set in accordance with the RAF).

The Group has created an analytical ICAAP Framework for the

annual implementation of the ICAAP. The ICAAP Framework is

formally documented and describes the components of ICAAP at

both Group and Bank level in detail. The respective ICAAP

Framework comprises the following:

•

Group risk profile assessment;

•

Risk

measurement

and

internal

capital

adequacy

assessment;

•

Stress testing development, analysis and evaluation;

•

ICAAP reporting;

•

ICAAP documentation.

Both the Board of Directors and the Bank’s executive committees

are actively involved and support the ICAAP. Detailed roles and

responsibilities are described in the ICAAP Framework document.

The BRC approves the confidence interval for “internal capital”,

reviews the proper use of risk parameters and/or scenarios

where appropriate, and ensures that all forms of risk are

effectively covered, by means of integrated controls, specialized

treatment, and proper coordination at Group level. The Board of

Directors bears ultimate responsibility for the adequacy and

proper execution of the ICAAP.

ICAAP’s Framework concerns the entire Group’s material risks.

The parameters taken into account are the size of the relevant

Business Unit/Group’s Subsidiary, the exposure per risk type and

the risk methodology and measurement approach for each type

of risk.

The identification, evaluation and mapping of risks to each

relevant Business unit/Group subsidiary is a core ICAAP

procedure. Risks’ materiality assessment is performed on the

basis of certain quantitative (e.g., exposure as percentage of the

Group Risk Weighted Assets (“RWAs”)) and qualitative criteria

(e.g. established framework of risk management policies,

procedures and systems, governance framework and specific

roles and responsibilities of relevant units, limits setting and

evaluation).

Following the risk materiality assessment process, the material

risk types are outlined below:

Risk Materiality Assessment

Risk Type (Level 1)

Action following

materiality

assessment

Credit Risk

Calculation of internal capital /

Assessment per business Unit

& entity

Counterparty Credit Risk

Calculation of internal capital

Market Risk

Calculation of internal capital

Operational Risk

Calculation of internal capital /

Scenario Analysis

Liquidity Risk

Analytical assessment through

the ILAAP exercise

IRRBB

Calculation of internal capital

Real Estate Risk

Calculation of internal capital

Country Risk (incl.

Sovereign)

Calculation of internal capital

Strategic/Business Model

Risk

Scenario Analysis / Assessment

of Bank’s actions to mitigate

risk

Securitization Risk

Assessment of Bank’s action to

mitigate risk

Credit risk is considered as the most significant risk to capital,

while market, operational, Strategic/Business Model risks and

other risk types have also been identified as material.

Furthermore, the ICAAP process involves the evaluation of

Strategic/Business Model Risk also from a solvency perspective,

as their analysis includes forward looking scenarios, which

primarily intend to inform the strategic planning and decision-

making and increase the Bank’s awareness of

potential

vulnerabilities in relation to its Business model/Strategy and

sustainable profitability. In this respect, it is concluded that no

additional internal capital is required to be held against

Strategic/Business Model risk.

The calculation of NBG Group “Internal Capital” consists of two

steps: in the first step, internal capital per risk type is calculated

on a Group basis. NBG Group has developed methodologies

allowing the calculation of the required internal capital for

quantifiable risks. These are reassessed on a regular basis and

upgraded in accordance with the global best practices. In the

second step, internal capital per risk type is summed up to yield

the Group’s “Internal Capital”.

Capital allocation aims at distributing the “Internal Capital” to the

Business units and Subsidiaries so that ICAAP connects business

decisions and performance measurement.

For 2023, the Bank implemented the ICAAP by estimating the

relevant internal capital for all major risk types at Group level.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

61

Calculations were based on methodologies already developed in

the ICAAP Framework. Moreover, the Group conducted a bank-

wide macro Stress Test exercise, relating to the evolution of its

CET1 capital under adverse scenarios (so as to ensure relevance

and adequacy of the outcome with a realistic and non-

catastrophic forward-looking view of downside tail risks).

In addition to the institution-wide bottom-up solvency stress test,

a number of Business risk and portfolio stress tests, reverse stress

tests and sensitivity analysis were also performed as well as an

assessment and incorporation of C&E factors in the ICAAP 2023

aiming at increasing the Group’s awareness of its vulnerabilities.

It should be noted that the Bank implements, monitors and uses

the ICAAP aiming at achieving full compliance with the EBA and

ECB guidelines and standards concerning ICAAP/ILAAP, the SREP

and Stress Testing.

Internal Liquidity Adequacy Assessment

Process (“ILAAP”)

The scope of the ILAAP is to assess that the Group has adequate

liquidity sources to ensure that its business operations are not

disrupted, both in a going concern status, as well as under

stressed conditions. Within the ILAAP the Group evaluates its

liquidity and funding risk in the context of a management

framework of established policies, systems and procedures for

their identification, management, measurement and monitoring.

The ILAAP is an integrated process, therefore it is aligned with the

Group’s Risk Management Framework and takes into account its

current operating environment. Moreover, besides describing

the Group’s current liquidity state, it further serves as a forward-

looking assessment, by depicting the prospective liquidity

position, upon the execution of the Bank’s Funding Plan. Finally,

the ILAAP examines the potential impact of the realization of

extreme stress scenarios, on the Bank’s liquidity position,

ensuring that the Group can withstand such severe shocks and

continue operating.

Risk Culture Program

Risk Culture is defined as an institution’s norms, attitudes and

behaviors related to risk awareness, risk taking and risk

management, and the controls that shape decisions on risk. Risk

Culture influences the decisions of management and employees

during the day-to-day activities and has an impact on the risks

they assume.

The objective of the Bank is to establish a sound and consistent

Risk Culture across all Units that is appropriate for the scale,

complexity, and nature of the Bank’s business, in line with

regulatory/supervisory requirements and in accordance with best

business practices, based on solid values which are articulated by

the Bank’s Board of Directors and Group’s Senior Management.

The Group Risk Management Function has in place the Risk

Culture Framework (“RCF”), with the objective to define and

document the principles, processes and methodologies that

pertain to the identification, measurement, monitoring and

reporting of Risk Culture in NBG. The RCF is a key element for the

establishment of a sound Risk Culture within the Group and it

meets the Supervisory Authorities’ expectations on efficient risk

governance, based on common perception of risk culture-related

issues.

NBG has in place an effective RCF that:

1.

Is aligned with the Bank’s Values;

2.

Is formed by both top-down Board and Senior

Management guidance and leadership and bottom-up

involvement of management and other stakeholders,

and is understood and applied across all levels of the

Bank;

3.

Incorporates Risk Culture Principles that are easy to

communicate and assimilate;

4.

Describes the process for the definition and

implementation of personnel’s risk awareness and

corresponding behaviors’ enhancement initiatives;

5.

Incorporates a forward-looking view about the Group’s

Risk Culture profile expectations through setting the

corresponding Risk Culture Principles;

6.

Establishes the governance arrangements for its update

and monitoring.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

62

Risk Culture: Foundational Elements

Risk Culture: Assessment Indicators

Risk Culture Program: Risk Awareness

Εnhancement Ιnitiatives οverview

Given NBG’s objective to promote risk and control awareness,

seeking that all employees are fully aware of the risks arising in

the course of their work and have adequate skills for their

management, including the establishment of adequate and

efficient controls, the Risk Culture Stakeholders develop and

implement, on an annual basis, Risk Awareness Enhancement

Activities around the following:

BCBS 239- Risk Data Aggregation and

Risk Reporting

In July 2023, the ECB published an initial version of the Guide that

outlines prerequisites for effective risk data aggregation and risk

reporting (RDARR). The Guide is part of a wider strategy intended

to assist supervised banks in strengthening their risk data

aggregation capabilities as well as internal risk reporting

practices, thus enhancing the group risk management and

decision-making processes. To that end, the Guide intends to

Risk Appetite

Framework

Incentives

Effective Risk

Governance

Trainings

▪

Mandatory on a Bank-wide scale or targeted

to specific audience.

▪

Driven by new Policies or other Governance

Documents approval.

▪

Familiarization with processes and other

developments.

Workshops

Governance

& Processes

Other

Activities

▪

Support on carrying out duties under

the scope of established Roles &

responsibilities.

▪

Meetings for educating and providing

assistance on implementation issues.

▪

Deep-dive sessions on assessing

projects’ outcome.

▪

Ad hoc activities based on identified

needs.

▪

Communication initiatives: Teasers,

newsletters, postings.

▪

Cross-functional collaboration.

▪

Cross-group collaboration.

▪

Operational Risk Forums & Operational

Risk Portal Access to Risk Spotlight

External Events Database.

▪

Enhancements in line with regulatory

developments and best practices.

▪

Design and implementation of new

Roles and Methodologies.

Incentives

Accountability

Tone from the top

Effective

Communication &

Challenge

•

Ownership of risk

•

Escalation process

•

Clear

consequences

•

Encouraging behaviours

that optimize the risk &

reward relationship

•

Development of

personnel’s skills on

identifying & managing

risks

•

Lead by example

•

Assess our values

•

Ensure common

understanding and

risk awareness

•

Learn from past

experience

•

Open to alternate

views

•

Stature of control

functions

•

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

63

specify and reinforce supervisory expectations in this field, taking

into account the Basel Committee on Banking Supervision’s

Principles for effective risk data aggregation and risk reporting

(BCBS 239). More specifically, there are seven key areas that have

been singled out:

•

responsibilities of the management body;

•

sufficient scope of application;

•

effective data governance framework;

•

integrated data architecture;

•

Group-wide data quality management and standards;

•

timeliness of internal risk reporting;

•

effective implementation programs.

Although, the aforementioned Guide is expected to be finalized

during the first semester of 2024, the Bank has already started its

gap analysis regarding risk data aggregation in an effort to

identify the areas that need improvement. As a next step,

stakeholders within the Bank are to be defined and involved in a

project

with

specific

objectives

leading

to

guidelines

implementation.

NBG Risk Taxonomy

In order to integrate Enterprise Risk Management (“ERM”)

practices and enhance the overall risk Group Management

Framework, the Group has in place since 2022 the NBG Risk

Taxonomy Framework.

The NBG Risk Taxonomy Framework aims to:

•

establish a common language allowing for the effective

classification and coverage of the entire range of the risks that

NBG faces;

•

describe the associated governance and review process;

•

update and outline the Risk Types that the Group is exposed

to, in order to serve as a unique point of reference for all

relevant risk management processes.

The Bank recognizes ESG risks as transversal, cross-cutting risks

rather than stand-alone risks and considers them as drivers of

existing types of financial and non-financial risks. Moreover, for

the Non-Financial Risks (Operational risk and Strategic risk), ESG

risks are treated as distinct Risk Themes as per the table below.

The main objectives of the NBG Risk

Taxonomy Framework are to improve:

•

Risk identification by providing a benchmark that can be

used as a prompt in determining the particular risks faced by

the organization;

•

Risk assessment by facilitating comparison and aggregation

of related data and providing a basis for validation;

•

Risk monitoring by providing a common frame of reference

that enables meaningful analysis and oversight of the outputs

generated by any risk management tool;

•

Risk reporting by providing a consistent way of describing

risks enabling comparison across different business entities,

business lines and geographic regions.

NBG’s Risk Taxonomy comprises of Risk Types which support a

multi-level tree categorization in which NBG’s risks are classified

and of Risk Themes which are sub-categories of Non-Financial

Risks, the inclusion of which in the NBG Risk Taxonomy

Framework provides an additional dimension improving the

overall risk classification. Risk Themes are also used in order to

accommodate additional regulatory compliance requirements

and internal risk analysis and reporting needs.

Risk Types

Risk Type Level 1

Risk Type Level 2

Credit Risk

Concentration Risk

Residual Risk

Underwriting Risk

Counterparty Credit Risk

Pre-settlement Risk

Settlement Risk

CVA Risk

Wrong-way-Risk

Concentration Risk

Market Risk

Interest rate Risk

Equity Risk

Foreign Exchange (FX) Risk

Commodity Risk

Vega Risk

Market Liquidity Risk

Credit Spread Risk

Issuer Risk

Concentration Risk

Correlation Risk

Underwriting Risk

Liquidity Risk

Funding Risk

Asset Encumbrance Risk

Concentration Risk

Interest rate risk in the

banking book (IRRBB)

Gap Risk

Basis Risk

Option Risk

Credit spread risk from

non-trading book activities

(“CSRBB“)

Real Estate Risk

Pension Risk

Country Risk

Sovereign Risk

Transfer Risk

Convertibility Risk

Strategic/Business Model Risk

Strategic Positioning Risk

Strategy Execution Risk

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

64

Risk Type Level 1

Risk Type Level 2

Securitization Risk

Operational risk

Internal Fraud

External Fraud

Employment Practices and

Workplace Safety

Clients, products and

business practice

Damage to Physical Assets

Business disruption and

systems failure

Execution, delivery and

process management

Risk Themes

•

Legal Risk

•

Compliance Risk

•

Financial Crime Risk

•

Conduct Risk

•

Model Risk

•

ICT Risk

•

ICT Failure

•

Cyber-attack (internal & external)

•

Data Quality Risk

•

Vendor/3rd Party Risk

•

Outsourcing Risk

•

Environmental Risk

•

Social Risk

•

Business Continuity Risk

•

Project Risk

•

Human Resources Risk

•

Reputational Risk

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

65

New developments within 2023 and 2024 initiatives

Basel III reforms (Basel IV) and Relevant

Projects

The EBA and the ECB are about to enhance the resilience of the

European Banking System and thus ensure European Banking

efficiency to withstand future crises by finalising the globally

agreed Basel III regulatory reforms (also known as Basel IV). To that

end, in December 2023, EBA presented an updated version of CRR

/ CRD rules noting that the final framework will be effective from

1 January 2025.

Credit Risk:

Implementation of Basel IV Updates

The Bank has already calculated the capital impact of the above

Basel IV Framework through the Basel III monitoring exercises and

has

preliminary

outlined

the

business

requirements

upon

finalization of the Basel IV agreement in the EU and the compliance

of the relevant competent authorities.

Moreover, aiming to implement in its processes, systems and

practices the updated Basel IV Framework accurately and timely,

the Bank has already initiated the "Basel IV Project" within the

Transformation Program with the following main objectives for

Credit Risk:

•

Gap analysis of the new Basel IV Framework for Credit Risk.

•

Completion of business requirements analysis of the new

Basel IV Framework for Credit Risk.

•

Enhancement of interface files from Subsidiaries with

additional requested fields for alignment with Basel IV.

•

In-house implementation of the new Basel IV Framework for

Credit Risk.

•

User Acceptance Test of the aforementioned implementation

for Credit Risk and apply on production data.

New Reporting Tool for Credit Risk

Purposes

The implementation of a new in-house module for the integration

and combination of credit risk data is in progress. The

aforementioned new module aims to carry out the automation of

all credit risk reporting requirements according to the existing

Basel III framework while it will be updated accordingly with the

forthcoming rules of Basel IV, effective from 1 January 2025.

IT infrastructure enhancement and

changes for Subsidiaries

In 2023, Group Risk initiated a process to enhance the information

flow with the international subsidiaries, leveraging on the

capabilities of the existing Enterprise Data Warehouse. The main

target of this process is to facilitate key risk management

processes and to be aligned with the requirements of the new

regulatory Basel IV Framework.

Market Risk:

The revised Market Risk Framework under Basel III (i.e., the

Fundamental Review of the Trading Book (“FRTB”) outlines two

approaches

for

the

calculation

of

the

respective

capital

requirements:

1.

The Standardized Approach (“SA-FRTB”), with the following

key risk measures:

–

Sensitivity Based Risk Charge (“SBRC”).

–

Default Risk Charge (“DRC”).

–

Residual Risk Add-on (“RRAO”).

2.

The Internal Model Approach (“IMA-FRTB”), with the

following key risk measures:

–

Expected Shortfall (“ES”).

–

Default Risk Charge (“DRC”).

–

Non-Modellable Risk Factors (“NMRFs”).

SA-FRTB serves as a fallback approach and as a benchmark to the

internal model outcome, thus it is compulsory for all banks.

Moreover, SA-FRTB came into effect for reporting purposes in

3Q.21.

Counterparty Credit Risk (“CCR”):

NBG has fully implemented and applies the revised standardized

approach for the calculation of CCR capital requirements (“SA-

CCR”) on the relevant module of NBG’s market risk engine since

2Q.21.

Basel III reforms

(Basel ΙV) and

Relevant Projects

Risk

Appetite

Framework

RIsk-based

Pricing, Early

Warning System

(EWS) and Credit

Risk Models

ESG Risks &

Pillar III

Disclosures

Other

developments

per Risk Type

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

66

Operational Risk:

All existing approaches for the calculation of own funds

requirements for Operational Risk are replaced by a single, non-

model-based approach based on the following components:

•

Business Indicator

: A financial-statement-based proxy

for operational risk, which comprises three components:

(i) the interest, leases and dividend component, (ii) the

services component, and (iii) the financial component.

•

Business

Indicator

Component

is

calculated

by

multiplying the Business Indicator by a set of regulatory

determined marginal coefficients.

•

Internal Loss multiplier

: A scaling factor based on a

Bank’s average historical losses incurred over the

previous 10 years i.e. the Loss Component and the

Business Indicator Component.

ESG Risks & Pillar III Disclosures

In June 2021, the EBA published its Report on ESG risks

management and supervision, as a key component of the EBA’s

broader ESG work, to provide a comprehensive proposal on how

ESG factors and ESG risks should be included in the regulatory and

supervisory framework for credit institutions and investment

firms. The report focuses on the resilience of institutions to the

potential financial impact of ESG risks across different time

horizons and outlines the impact that ESG factors, especially

climate change, can have on institutions’ counterparties or

invested assets, affecting financial risks, illustrates available

indicators, metrics and evaluation methods that are needed for

effective ESG risk management and identifies remaining gaps and

challenges on this front. It also provides recommendations for

institutions to incorporate ESG risks-related considerations in

strategies and objectives, governance structures, and to manage

these risks as drivers of financial risks in their risk appetite and

internal capital allocation process and calls for a phase-in

approach. To that end, NBG has embedded the relevant points in

its ICAAP and RAF whereas it also assesses ESG Risk through

idiosyncratic sensitivity analysis in ICAAP Stress Testing exercise.

Following a public consultation initiated in March 2021, EBA

published in January 2022 binding Implementing Technical

Standards on Pillar III disclosures on ESG risks, to put forward

comparable disclosures for all the above factors and their ratios,

including the Green Asset Ratio (“GAR”), on exposures financing

taxonomy-aligned activities, such as those set under EU Paris

Aligned Benchmarks, throughout a phase in disclosure period on a

semi-annual basis, starting from a disclosure reference date of

December 2022 until June 2024 when the whole set of the

required information (i.e. GHG emissions, GAR, Banking Book

Taxonomy Alignment Ratio (“BTAR”)) will be disclosed.

The Bank following the analysis of the instructions, identification

of data gaps and data owners and the target setting through an

ESG disclosures subinitiative of the Transformation Program,

completed phase 1 on time, and officially disclosed ESG figures for

the first time in April 2023 through Pillar III 31.12.2022 document.

Furthermore, to support the phasal in-house implementation of all

required ESG information and template production, the Bank has

developed a Data mart as well as a model for the estimation of

Energy Consumption and EPCs for real estate properties serving as

collaterals for Real Estate Loans. The Bank also reviewed and

updated its Pillar III Disclosures Policy with the incorporation of all

new relevant ESG disclosure framework.

The second official disclosure of ESG metrics took place in October

2023 with data as of 30.06.2023.

The Bank aims to timely implement ESG disclosure phases 2 and 3

within 2024, enriching ESG Pillar III disclosures with GAR, BTAR,

GHG emissions and climate change transition risk figures according

to the phase in requirements. Moreover, the ultimate goal is to

gradually incorporate all the required information in IT systems

leading to a fully automated internal procedure and controls in

order to be able to deliver timely and efficiently the requested

templates.

Risk Appetite Framework (RAF)

An effective RAF is fundamental to a strong risk management and

governance framework. The RAF is not just a Key Performance

Indicator (KPI) monitoring system; it constitutes an essential

mechanism to support the Board of Director’s oversight of the

strategy execution within the risk boundaries that the Group is

willing to operate. Through the RAF, overall aspirations of the

Board of Directors are translated to specific statements and risk

metrics, enabling planning and execution, while promoting firm-

wide thinking. In 2023, the RAF was updated to reflect the latest

developments and to get aligned with the new Business Plan of the

Group.

The assessment of the Bank’s risk profile against the RAF is an

ongoing and iterative process. With regards to the timing that the

RAF update takes place (as part of the regular annual update

process), the interaction with other key processes of the Bank is

taken into consideration. Specific focus is placed to RAF’s interplay

with the Business Plan, as the two processes feed into each other:

in certain cases, the risk appetite is expected to act as backstop /

constraint to the Business Plan, while for other cases, the Business

Plan provides input for setting risk tolerance levels. RAF is also

interrelated with other key processes such as ICAAP, ILAAP,

Recovery Plan, NPE Plan.

Moreover, during 2023 and specifically for concentration risk

indicators, NBG has proceeded to several actions regarding the

review on the definition of Groups of Connected Clients (GoCC),

the Name as well as the Sectoral Concentration limit framework,

while

also

it

investigated

business

actions

to

mitigate

concentration risk, such as single name credit insurance.

Risk based Pricing, Early Warning System

(EWS) and Credit Risk Models

Risk-based Pricing

The Bank has in place a well-defined risk-based pricing framework

that is based on fundamental risk-adjusted pricing principles and

is governed by relevant guidelines, robust methodologies and

tools.

The Bank, in 4Q.22, initiated the revision and update of the

components factored in the Risk-based Corporate & Retail Pricing

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

67

tools, i.e., incorporating actual Funding cost curves, operational

expenses & Credit Risk. The update was completed within 2023

and all relevant amendments will be incorporated in the Pricing

Guidelines within 2024.

Early Warning System (EWS)

Moreover, the Bank, since 2018, has in place an Early Warning

System (EWS) that aims to identify, monitor, and manage obligors

with credit deterioration at very early stages (even at 0 days past

due).

In 2023, the Bank initiated the enhancement of the EWS

Framework mainly in order to improve its responsiveness to

adverse exogenous conditions (such as covid 19 pandemic, the

geopolitical crisis and macroeconomic imbalances). The EWS

Framework enhancement will be completed within 2024 and the

relevant implementation phase will follow, along with the update

of the underlying EWS process documents.

Credit Risk Models

Furthermore, the Bank in a continuous effort to improve its

efficiency and the quality of the services provided, is moving to a

more advanced credit risk models suite for the retail portfolios.

Following the previous years’ re-development of the retail

household application scorecards and development of customer

level behavioral scores, in 1Q.23 a new suite of credit risk models

(23 models) for the Small Business portfolio was successfully

implemented in Bank’s systems, while in 4Q.23 the models

launched in production, following an extended use test period. The

new models utilize a wide range of both company’s and key

owners’ information, innovative transactional data (i.e. current

accounts and credit cards transactions), as well as novel elements

such as the ecosystem of the related companies (network models).

The model outcome is combined with the existing Small Business

behavioral model and the Retail behavioral model for company

owners’, resulting to enhanced predictive power, while optimizing

the use of different models for different use scenarios:

empowerment of credit approval process, targeted product

offering to non-lending customers, cross selling and marketing

campaigns.

With regards to the Retail Household scorecards, a new

transformation project will be initiated in 1Q.24, focusing on the

enhancement of the relevant modelling infrastructure utilizing

novel transactional data.

With regards to the Corporate portfolio, the Bank has proceeded

to optimization of its Project Finance scorecard, in alignment with

the respective Regulatory Technical Standards and the best market

practices. The systemic implementation in the Bank’s rating

platform (Moody’s Credit Lens) and the launch on production is

expected to be completed within 2024.

Moreover, in 2024, the Bank plans to develop a bespoke scorecard

for the Commercial Real Estate (CRE) purpose loans, incorporating

the specificities of this dynamic segment.

IFRS 9 Models Review in 2023

IFRS 9 Corporate & SBL EAD models

During 2023, the Bank re-developed two new EAD (Exposure at

default) models for the Corporate and SBL portfolio. The models

follow a threefold segmentation approach per major product type

(i.e. revolving facilities, overdrafts and LGs/LCs). The models,

which tackle identified issues of the previous model versions, were

implemented in the Bank’s infrastructure and utilized in 4Q.23 for

IFRS 9 purposes.

IFRS 9 Credit Cards PD

In 2023, the Bank re-developed a new model for Credit Cards

which is planned to be utilized within 2024 for IFRS 9 purposes.

This fully re-designed new model introduces major improvements

and handles various issues concerning the initial model version.

IFRS 9 Models Review in 2024

In the context of IFRS 9 Models Review project, a re-development

phase of Credit Cards LGD / EAD models will be initiated in 2024

(upon availability of the relevant recovery transactions data in

Credit Risk databases). Additionally, the finalization and systemic

implementation of the newly developed IFRS 9 Credit Cards PD

model is expected to be completed within 2024. This is the sole

remaining loan segment where the initial models’ version is still

applied, and the scope of the project is to help the Bank achieve

high quality and sound implementation of IFRS 9 principles that

meet regulatory expectations across loan portfolios.

Update of Credit Risk Model Development Policy

In 2024, the Bank will finalize the update of the Model

Development Policy which will be submitted for approval to the

competent committees. The purpose of the respective policy is to

set out a coherent framework of principles and standards

governing the development, and documentation of credit risk

models, providing guidance for their quantitative monitoring. The

policy applies to all models used for credit risk measurement

purposes, including financial reporting and credit impairment

calculation, regulatory, credit decision making, as well as Internal

Capital Adequacy and Stress Testing purposes. The policy is in line

with the requirements of the regulatory guidelines and market

leading practices and ensures that credit risk models are “fit for

purpose” taking into account their ability to generate accurate and

consistent estimates for the measurement of credit risk on an on-

going basis.

Other developments per Risk Type

o

Market Risk and Counterparty Credit Risk

Given the Bank’s continuous effort to enhance the robustness and

completeness of its Market Risk and Counterparty Credit Risk

management processes and in order to comply with the revised

regulatory framework (Basel III), the key developments related to

these risks within 2023 are summarized below:

•

Inclusion of Vega risk in the VaR/sVaR calculations since 2

January 2023, based on ECB’s approval letter

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

68

•

Update

of

Market

Risk

Policy

and

Methodology

documents, to reflect the inclusion of Vega risk in the VaR

model.

•

Implementation of a revised PFE calculation methodology

on a new simulation engine, which utilizes the existing

Market and Counterparty Credit Risk infrastructure.

Moreover, the following actions are scheduled for 2024:

•

Implementation of the revised standardized approach for

the calculation of CVA capital charges under Basel III (BA-

CVA), as well as of the current regulatory framework, in the

same risk platform used for Counterparty Credit Risk

capital requirements.

•

Transition of accounting BCVA calculations to the new

Monte

Carlo

simulation

engine,

utilizing

the

CCR

implementation work completed in 2023.

o

Interest Rate Risk in the Banking Book

Policy interest rates have continued increasing steadily during

2023, with the ECB announcing six rates’ increases during that

time. This upward trend has propagated to all major market

interest rate benchmarks, with rate levels stabilizing at 4Q.23 and

current market expectations suggesting an easing of monetary

policy measures and subsequent interest rates’ decrease during

2024. In this financial markets’ environment, the Bank is re-

examining Balance Sheet NII sensitivity under interest rates’

decreasing scenarios and, to this extend, the IRRBB risk

management function is actively monitoring key sensitivity

indicators, as well as evaluating several what-if scenarios that aid

the Bank’s management bodies in making informed decisions on

macro-hedging actions.

Additionally, the RAF update project, which is due to be completed

in 1Q.24, will include substantial changes in the IRRBB NII

sensitivity metrics, in order to align the Bank’s Risk Appetite to new

Regulatory Requirements regarding NII sensitivity.

Furthermore, the GFLRMD further extended the coverage of

Credit Spread Risk in the Banking Book, in order to include all

securities in scope for this type of risk, in addition to Sovereign

Securities.

Finally, GFLRMD developed a prototype for the evaluation of the

Basis Risk component of IRRBB, a project that is due to be

completed during 2024.

o

Liquidity Risk

In the context of continuously improving its Liquidity Risk

Management

Framework

and

respond

to

the

regulatory

requirements, the Bank completed in 2023 the following

exercises/enhancements:

•

Redevelopment and update of the Bank’s Contingency

Funding Plan.

•

Successful submission of all required deliverables in line

with SRB’s expectations, under the scope of “NBG Liquidity

and Funding in Resolution”.

•

Implement the new guidelines for the supervisory

Additional Liquidity Monitoring Metrics (“ALMM”).

•

Successful completion of the Joint SRB/ECB Liquidity

exercise 2023 followed by the submission of the respective

“Self-Assessment” to the SRB.

Moreover, several enhancements and new initiatives are planned

to be implemented during 2024. More specifically:

•

Review and update of the Liquidity Risk Management

Policy, as per the supervisory requirements.

•

Participate in the Joint SRB/ECB Liquidity exercise and

submit the relevant self-assessment report.

o

Operational Risk Management

In a continuous effort to further improve Operational Risk

Management throughout the Group several initiatives were

undertaken during 2023.

A key enhancement was the development of new KRI Dashboards

for major domestic (NBG Leasing S.A., NBG Factors S.A.) and

foreign

(NBG

Cyprus

Ltd,

Stopanska

Banka

A.D.

Skopje)

subsidiaries. Besides, all NBG’s Dashboard KRIs were reviewed &

updated in order to further improve their relevancy and

consistency with Bank’s Risk Profile, whereas all KRIs thresholds

were also reviewed and calibrated.

Additionally, a major initiative was the enhancement of the

Outsourcing Risk monitoring process. GORMD continued with the

ongoing monitoring of the Outsourcing Risk that includes, among

others, the review of all Outsourcing Risk Assessments, the review

and evaluation of the relevant Exit Plans, the contribution in the

update of Outsourcing Arrangements Registry, the preparation of

regular reporting to the Outsourcing Committee and the Board of

Directors. Moreover, GORMD provided guidance and oversight of

outsourcing risk related issues relevant to the Supervisory On-Site

Inspection on Outsourcing that took place in Q4.23.

As part of the Enterprise Risk Management Project, which is part

of the Bank’s Transformation Plan, GORMD performed an analysis

of

the

Outsourcing,

Vendor/3d

Party

and

Cyber

Attack

(Internal/External) Risk Themes, developing a RACI matrix of

involved

stakeholders,

assessing

adequacy

of

all

procedures.

Moreover, a Bank-wide stress test exercise was performed in the

area of “Cyber Risk” in respect to potential operational risk losses

that could occur over the next 10 and 50 years (long term) due to

a network security breach, including a system outage, cyber fraud

and data breach. The exercise was led by the Group Operational

Risk Management and the Group Cyber Security Divisions with the

support and participation of an external consultant, as well as the

participation of relevant stakeholders from the 1st and 2nd lines

of defence of the Bank.

Furthermore, GORMD participated in the EBA 2023 EU-wide Stress

Test exercise and the Business Plan (BP) 2024-26 cycle. In the

context of the Group Recovery Plan, GORMD defined a Recovery

Plan indicator regarding operational risk-related losses that may

have a significant impact on the profit and loss statement of the

institution, including but not limited to conduct-related issues,

external (including cyber) and internal fraud and/or other events.

During 2023, operational risk monitoring and reporting was

further enhanced. More specifically:

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

69

•

A project regarding the design and development of GRC

reporting templates by utilizing Power BI capabilities was

initiated and is planned to be finalized within 2024.

•

A deep dive analysis of data related to Phishing events, ATM

robberies as well as Damage to Physical Assets from natural

disasters was performed and presented to the Executive

Management.

•

Trap points for the collection of operational risk losses were

further enhanced by establishing a formal and consistent

channel communication with the Finance Division of the Bank.

Another significant project that was initiated within 2023 in the

context of the Basel IV implementation, was the review of the

internal loss database according to the regulatory requirements of

the new Standardized Approach for Operational Risk.

Other projects and initiatives which were completed in 2023 and

related to the enhancement of management of Operational Risk

are the following:

•

Aiming at the identification and measurement of potential

future, significant operational risk exposures, the Bank’s

Executive and Senior Management conducted for a fifth

consecutive year, an evaluation of the Group’s main risks

(Top Operational Risks) based on the Scenario Analysis

Methodology.

•

The Risk & Control Self Assessment exercise, which

emphasises in the systematic identification and efficient

mitigation of potential operational risk exposures, was

completed throughout all Bank’s Business Units and

Group’s Subsidiaries as per the Risk & Controls Self

Assessment (“RCSA”) plan.

•

The consulting and monitoring of ICT risks, including Cyber

& Business Continuity, focusing on related Projects, Risk

Assessments and Initiatives was an additional priority for

Group

Operational

Risk

in

2023.

Besides,

GORMD

continued with consulting & advising on services delivered

on Cloud participating also in Cloud Strategy Committee,

as well as continued monitoring the COSMOS Project.

•

Two projects were developed and implemented within the

Internal Control Coordination Committee (“ICCC”):

-

The development of a financial impact scale for the

risk assessment of the Group’s Subsidiaries as part of

the “NBG Group Common Principles for Operational

Risk and Control Assessment” document.

-

The development of awareness initiatives relating to

the role of the Unit Risk and Control Officer through a

teaser message campaign as well as the organization

of a forum that outlines the synergies of the Risk and

Control functions and the Internal Audit.

•

GORMD reviewed and commented upon approximately 68

Bank Policies, as well as on New & Updated Products &

Services designed and implemented by the Bank.

Finally, and in order to establish and develop a number of Risk

Culture initiatives, GORMD designed and provided throughout the

Group training in the implementation of Operational Risk

Programs, including training on outsourcing as well as on the new

enhancements in the Operational Risk Management Module of the

Governance, Risk and Compliance (“GRC”) platform. A new

initiative was also the development of new e-learning courses for

the Operational Risk Management Framework and the use of the

GRC platform (RCSA, Key Risk Indicators and Internal Events) that

were launched in Q4.23 in the Success Factors LMS training

platform of the Bank. In addition, GORMD launched Operational

Risk Forums within Greece as well as for international subsidiaries

and continued updating the Operational Risk Portal, which serves

as a centralized access point for all relevant Operational Risk

material.

Moreover, a number of major enhancements and new initiatives

are planned to be implemented during 2024. More specifically:

Implementation of the Operational Risk

Management Framework

•

GORMD will continue with the following actions regarding

the implementation of the Operational Risk Management

Framework:

•

Implementation of the 2024 RCSA plan and initiation of

the RCSA cycle for the identification and assessment of

operational risks and their associated controls.

•

Identification, recording, review, update and monitoring

of Internal Events and KRIs.

•

Review and update of NBG’s OpRisk dashboard.

•

Identification of the Top Operational Risks of the Group

through the Scenario Analysis exercise and recording of

existing controls and planned mitigating actions of the

five major identified risks.

•

Review of new/updated products, services, policies and

procedures.

•

Continuous

training

and

operational

risk

culture

awareness activities throughout the Group.

Participation in the Transformation Project

•

Engagement in Basel IV Workstream that includes the

new regulatory framework implementation, the Pillar I

RWAs optimization as well as the finalization of the

review of the internal loss database.

•

Additional Enterprise Risk Management initiatives.

GRC Reporting Capabilities

•

GORMD, will finalize the development of GRC reporting

templates by utilizing Power BI capabilities.

2024 Cyber Resilience Stress Test

•

GORMD participates in the 2024 Cyber Resilience Stress

Test that is conducted by the European Central Bank to

assess how banks respond to and recover from a cyber-

attack incident.

Consulting and monitoring of ICT & Outsourcing Risks

•

GORMD will keep monitoring ICT Risks providing

consultation in Cyber & Business Continuity related

Projects and Initiatives, as well as to Assessments and

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

70

other Actions related to the management of Outsourcing

Risk. In addition, GORMD will work on the enhancement

of the Outsourcing Risk assessment methodology, as

well as on the update of the Outsourcing Policy and

Procedures.

Digital Operational Resilience Act (DORA)

requirements

•

Oversight

of

the

implementation

of

regulatory

prerequisites based on the Digital Operational Resilience

Act (DORA) requirements.

The

Bank

has

adopted

the

Standardized

Approach for the calculation of operational risk

regulatory capital requirements, both on a Bank

and a Group level.

Management of Risks

Credit Risk

(Audited)

Credit risk is the risk of financial loss relating to the failure of a

borrower to honour its contractual obligations. It arises in lending

activities as well as in various other activities where the Group is

exposed to the risk of counterparty default, such as its trading,

capital markets and settlement activities. Credit risk is the largest

single risk the Group faces. The credit risk processes are conducted

separately by the Bank and each of its subsidiaries. The credit risk

procedures established by the subsidiaries are coordinated by the

GCRCD for issues falling under their respective responsibilities.

The Group’s credit granting processes include:

•

credit-granting criteria based on the particular target

market, the borrower or counterparty, as well as the

purpose and structure of the credit and its source of

repayment;

•

credit limits that aggregate in comparable and meaningful

manner, different types of exposures at various levels;

•

clearly established procedures for approving new credits

as well as the amendment, renewal and re-financing of

existing credits.

The Group maintains on-going credit administration,

measurement and monitoring processes, including in particular:

•

documented credit risk policies;

•

internal risk rating systems;

•

information systems and analytical techniques that enable

measurement of credit risk inherent in all relevant

activities.

The Group’s controls implemented for the above processes

include:

•

proper management of the credit-granting functions;

•

periodical and timely remedial actions on deteriorating

credits;

•

independent, periodic audit of the credit risk management

processes by the Group and the Bank Internal Audit

Function,

covering

in

particular

the

credit

risk

systems/models employed by the Group.

Additionally, the GCRCD measures and monitors credit risk on an

on-going basis through documented credit risk policies, internal

rating systems, as well as information systems and analytical

techniques that enable measurement of credit risk inherent in all

relevant activities. Thus, the Group achieves active credit risk

management through:

•

the application of appropriate limits for exposures to a

particular single or group of obligors;

•

the use of credit risk mitigation techniques;

•

the estimation of risk adjusted pricing for most products

and services;

•

a formalized validation process, encompassing all risk

rating models, conducted by the Bank’s independent

MVU.

The Credit Policies for the Corporate and the Retail Banking

portfolios of the Bank and its subsidiaries set the minimum credit

criteria, present the fundamental policies, procedures and

guidelines

for

the

identification,

measurement,

approval,

monitoring and managing of credit risk undertaken in Corporate

and Retail Banking Portfolios respectively, both at the Bank and

Group level.

The Credit Policy of the Bank is approved by the Board of Directors

upon recommendation of the BRC following proposal by the CRO

to the Senior Executive Committee and the BRC and is reviewed on

an annual basis and revised whenever deemed necessary and in

any case every two years.

Credit Policies of each subsidiary are approved by the competent

local boards or committees, following a recommendation by the

responsible officers or subsidiaries’ bodies, according to the

decisions of the Bank and the provisions of the Credit Policies. Each

proposal must bear the prior consent of the Group Chief Credit

Officer (“CCO”), or the Head of NBG’s Group Retail Credit Division

depending on the portfolio, in collaboration with the Head of

NBG’s GCRCD for issues falling under their responsibility. The

subsidiaries’ Credit Policies are reviewed on an annual basis and

revised whenever deemed necessary and in any case every two

years.

Through the application of the Retail Banking Credit Policy, the

evaluation and estimation of credit risk, for new as well as for

existing

products,

are

effectively

facilitated.

NBG’s

Senior

Management is regularly informed on all aspects regarding the

Credit Policy. Remedial action plans are set to resolve the issues,

whenever necessary, within the risk appetite and strategic

orientation of the Bank. The Bank’s Retail Banking Credit Policy is

approved and can be amended or revised by the Board of Directors

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

71

following recommendation from the BRC and is subject to periodic

revision. The Retail Banking Credit Policy is reviewed on an annual

basis and revised whenever deemed necessary and in any case

every two years. All approved policy changes are incorporated in

the Policy Manual.

Concentration Risk

(Audited)

The Bank manages the extension of credit, controls its exposure to

credit risk and ensures its regulatory compliance based on an

internal limits system. The GCRCD is responsible for limits setting,

limits monitoring and regulatory compliance.

The fundamental instruments for controlling Corporate Portfolio

concentration

are

obligor

limits,

reflecting

the

maximum

permitted level of exposure for a specific obligor, given its Risk

Rating and sector limits, that set the maximum allowed level of

exposure for any specific industry of the economy; industries are

classified in groups on the basis of NACE (General Industrial

Classification

of

Economic

Activities

within

the

European

Communities) codes. Sector limits constitute part of the Bank’s

RAF

and

are

revised

annually.

Excesses

of

the

Industry

Concentration Limits should be approved by the BRC following a

proposal of the General Manager of Group Risk Management

CRO. Any risk exposure in excess of the authorized internal obligor

limits must be approved by a higher-level authority, based on the

Corporate Credit Policy.

Credit risk concentration arising from a large exposure to a

counterparty or group of connected clients whose probability of

default depends on common risk factors is monitored, through the

Large Exposures reporting framework.

Finally, within the ICAAP, the Bank has adopted a methodology to

measure the risk arising from concentration to economic sectors

(sectoral concentration) and to individual companies (name

concentration). Additional capital requirements are calculated, if

necessary, and Pillar 1 capital adequacy is adjusted to ultimately

take into account such concentration risks.

Market Risk

(Audited)

Market Risk is the current or prospective risk to earnings and

capital arising from adverse movements in interest rates, equity

and commodity prices and exchange rates, as well as their levels

of volatility. The main contributor to market risk in the Group is

the Bank. NBG seeks to identify, estimate, monitor and effectively

manage market risk through a robust framework of principles,

measurement processes and a valid set of limits that apply to all

the Treasury’s transactions. The most significant types of market

risk to which the Bank is exposed are the following: interest rate

risk, equity risk, foreign exchange risk and commodity risk.

Interest Rate Risk

is the risk arising from fluctuations of interest

rates and/or their implied volatility. Interest rate (“IR”) risk mainly

stems from the Bank’s interest rate, derivative transactions, as

well as from the Trading and the Held to Collect and Sell (“HTCS”)

bond portfolios.

More specifically, the Bank maintains a material derivatives

portfolio, mainly comprising of vanilla interest rate swaps (IRSs),

which are mostly cleared in Central Counterparties (“CCPs”) or

managed through bilateral ISDA (“International Swaps and

Derivatives Association”) agreements and CSAs (“Credit Support

Annexes”). Their main function is to hedge the IR risk of the fixed-

rate bonds classified in the HTCS and Held to Collect (“HTC”)

portfolios or the exposure of other derivative products in the

Trading Book.

Additionally, the Bank retains a significant securities portfolio,

mainly comprising of Greek and other EU periphery sovereign

bonds, which is primarily held in the Banking Book and

predominantly in the HTC portfolio. Furthermore, NBG holds a

portfolio of Greek and international bank bonds and limited

positions in corporate issues.

Overall, NBG has moderate exposure to interest rate risk in the

Trading Book, while it enters into vanilla IRS transactions in order

to mitigate the interest rate risk of the bonds classified in the HTCS

and HTC portfolios.

Equity Risk

is the risk arising from fluctuations of equity prices or

equity indices and/or their implied volatility. The Bank holds

moderate positions in cash stocks traded on the Athens Stock

Exchange and a limited position in equity-index linked exchange

traded derivatives. The cash portfolio comprises of trading (i.e.

short-term) and held to collect and sell (i.e. long-term) positions.

The portfolio of equity derivatives is mainly used for the hedging

of equity risk arising from the Group’s cash position and equity-

linked products offered to customers and to a lesser extent for

proprietary trading. Additionally, the Bank retains positions in

mutual funds, through the embedded options in structured

deposits sold to clients, along with their cash hedge.

Foreign Exchange Risk

is the risk arising from fluctuations of

currency exchange rates and/or their implied volatility. The Open

Currency Position (“OCP”) of the Bank primarily arises from foreign

exchange spot and forward transactions, as well as from the mark-

to-market of NBG’s OTC derivatives’ trades denominated in

foreign currency. The OCP is distinguished between trading and

structural. The structural OCP contains all of the Bank’s assets and

liabilities in foreign currency (for example loans, deposits, etc.),

along with the foreign exchange transactions performed by the

Treasury Division. Apart from the Bank, the foreign exchange risk

undertaken by the rest of the Group’s subsidiaries is insignificant.

The Group trades in all major currencies, holding mainly short-

term positions for trading purposes and for servicing its

institutional /corporate, domestic and international customers.

Commodity Risk

is the risk arising from fluctuations of commodity

prices or commodity indices and/or their implied volatility. The

Bank’s exposure to commodity risk is limited since the clients’

positions in commodity derivatives are mostly hedged with

exchange traded commodity futures.

Value at Risk (“VaR”).

The Bank uses market risk models and

dedicated processes to assess and quantify its portfolios’ market

risk, based on best practice and industry-wide accepted risk

metrics. More specifically, the Bank estimates the market risk of

its Trading and HTCS portfolios, using the Variance-Covariance

(“VCV”) VaR methodology. The VaR estimates are used both for

internal management as well as for regulatory purposes. In order

to verify the predictive power of the VaR model, the Bank conducts

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

72

back-testing on a daily basis. Moreover, since the daily VaR

estimations refer to “normal” market conditions, a supplementary

analysis is necessary for capturing the potential loss that might

arise under extreme and unusual circumstances in the financial

markets. Thus, the Bank conducts stress testing on a weekly basis,

on both the Trading and HTCS portfolios, based on specific

scenarios per risk factor category (interest rates, stock index

prices, exchange rates). For more details on the VaR model and the

respective results, as well as on the back-testing and stress-testing

procedures, please see Note 4.3 of the Annual Financial

Statements.

The Bank has also established a framework of VaR limits, in order

to control and manage the risks to which it is exposed, in an

efficient way. These limits are based on the Bank’s Risk Appetite,

the anticipated profitability of the Treasury Division, as well as on

the level of the Bank’s own funds (capital budgeting), in the

context of the Group strategy. The VaR limits refer not only to

specific types of market risk, such as interest rate, foreign

exchange, equity and commodities but also to the overall market

risk of the Bank’s Trading and HTCS portfolios, taking into account

the respective diversification between portfolios. Moreover, the

same set of limits are used to monitor and manage risk levels in

the Trading Book, on an overall basis and per risk type, since this is

the aggregation level relevant for the calculation of the own funds

requirements for Market Risk, under the Internal Model Approach

(“IMA”).

Furthermore, VaR and stressed VaR limits are defined in the

Group’s RAF, which are monitored daily and reported to the BRC

on a monthly basis.

The principles and practices for sound market risk management at

NBG are set forth in the Market Risk Management Policy (“Policy”)

which is subject to ongoing revision, as changes in business

conditions, amendments to existing regulations and other events

may affect market risk practices and controls. The Policy is

established to evidence the Bank’s commitment to develop and

adhere to the highest standards for assessing, measuring,

monitoring and controlling market risk arising from trading and

non-trading activities. Additionally, the VaR model as well as the

processes followed by the GFLRMD for the measurement and

monitoring of Market Risk are described in the VaR/sVaR Model

Methodology document, which is subordinate to the Market Risk

Management Policy and is subject to changes, in accordance with

amendments to the Policy.

The adequacy of the Market Risk Management Framework as a

whole, as well as the appropriateness of the VaR model, were

successfully reassessed by the SSM, in the context of the Targeted

Review of Internal Models (“TRIM”). ECB concluded in its final

Decision that NBG may continue calculating the own funds

requirements for general market risk with the internal model

approach, which verifies the robustness of the Bank’s Market Risk

management model. Furthermore, the Bank’s independent MVU

assesses the validity of the VaR model, on an annual basis, while

the Internal Audit Function evaluates the effectiveness of the

relevant controls, on a periodic basis. Finally, the GFLRMD

implemented the new standardized approach for the calculation

of the Market Risk capital requirements under Basel III (SA-FRTB),

in the current risk engine. The revised framework came into force

for reporting purposes in 3Q.21.

Interest Rate Risk in the Banking Book

(Audited)

IRRBB refers to the current or prospective risk to the Bank’s capital

and earnings arising from adverse movements in interest rates

that affect the Bank’s Banking Book positions. The main sources of

IRRBB are the following:

•

Gap risk

: the risk related to the timing mismatch in the

maturity and re-pricing of assets and liabilities and off-

balance sheet short- and long-term positions;

•

Basis risk:

arises from imperfect correlation in the

adjustment of the rates earned on and paid on different

instruments

with

otherwise

similar

repricing

characteristics;

•

Option risk:

arises from embedded options in the Group’s

assets, liabilities or off-balance sheet portfolios.

•

Credit Spread Risk in the Banking Book (“CSRBB”):

the risk

driven by changes in the market perception about the price

of credit risk, liquidity premium and potentially other

components of credit-risky instruments, which is not

explained by IRRBB or by expected credit (i.e., jump-to-

default) risk.

Interest rate fluctuations affect the economic value of the Group’s

assets,

liabilities

and

off-balance

sheet

items,

through

corresponding changes in the cash flows’ amounts and discount

rates and – therefore – their present value. Changes in interest

rates also affect the Group’s earnings by increasing or decreasing

its NII and the level of other interest rate-sensitive income and

operating expenses. It is therefore important to examine IRRBB

from these two complementary views; and quantify the effect of

interest rate changes using both value and earnings measures.

The Group’s Banking Book consists mainly of loans and advances

to customers, reserves with the Central Bank, due from banks,

securities measured at amortized cost and Fair Value through

Other

Comprehensive

Income

(“FVTOCI”)

(mainly

Greek

government and other EU sovereign fixed rate bonds), due to

customers, due to banks, debt securities in issue, Eurosystem

Funding and other borrowed funds that are measured at

amortized cost. The Group maintains adequate measurement,

monitoring, and control functions for IRRBB, including:

•

measurement systems of interest rate risk that capture all

material sources of interest rate risk and that assess the

effect of interest rate changes in ways that are consistent

with the scope of the Group’s activities;

•

measurement of vulnerability to loss under stressful

market conditions;

•

processes

and

information

systems

for

measuring,

monitoring, controlling, and reporting interest rate risk

exposures in the Banking Book; and

•

a documented policy regarding the management of IRRBB.

IRRBB is measured, monitored, and controlled by GFLRMD, based

on the Group’s established RAF. Specifically, GFLRMD calculates a

number of risk metrics for the purpose of monitoring and

controlling IRRBB:

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

73

•

NII sensitivity, a measure of the effect of interest rate

changes to the Group’s expected interest earnings. NII

sensitivity measures changes to interest income under

varying interest rate scenarios over a one-year horizon and

assuming a constant balance sheet over this period. Its

main purpose is to measure the vulnerability of the

Group’s profitability to changing interest rates conditions.

•

Economic Value of Equity (“EVE”) Sensitivity, a measure of

the Bank’s Balance sheet value vulnerability to interest

rate changes. EVE Sensitivity represents the change in the

net present value of all cash flows in the Bank’s balance

sheet under a set of interest rate stress scenarios and is

calculated on the entire balance sheet under a run-off

assumption,

i.e.,

no

replenishment

of

matured

transactions.

Both metrics are used in establishing the Group’s IRRBB capital

requirements. The evaluation and review of IRRBB measurement

systems and processes is undertaken annually by the Group’s

Internal Audit Division in relation to capital requirements

calculations performed for the ICAAP exercise. Furthermore, the

Bank’s independent MVU granted full approval to the IRRBB model

and has included IRRBB to its models’ inventory and corresponding

annual model recertification process.

A set of IRRBB limits are defined in the Group’s RAF in relation to

the EVE and NII sensitivity measures and in alignment with the

limits prescribed in the Supervisory Outlier Test of the latest IRRBB

Regulatory Guidelines. Both EVE and NII sensitivity limits are

monitored and reported to the BRC as well as the ALCO on a

monthly basis. The Group is exposed to moderate levels of IRRBB,

which remain within the limit structure prescribed in the

Regulatory Guidelines.

Counterparty Credit Risk

(Audited)

Counterparty Credit Risk (CCR) arises from the potential failure of

the obligor to meet its contractual obligations and stems from

derivative and other interbank secured and unsecured funding

transactions, as well as commercial transactions.

Complementary to the risk of the counterparty defaulting, CCR

also includes the risk of loss due to the deterioration in the

creditworthiness of the counterparty to a derivative transaction.

NBG’s CCR predominantly stems from Over the Counter (OTC) and

Exchange Traded (Listed) derivative products and, to a lesser

extent,

from

interbank

secured

and

unsecured

funding

transactions, as well as commercial transactions to which the Bank

has limited CCR exposure.

The Group has established and maintains adequate measurement,

monitoring, and control functions for counterparty credit risk,

including:

•

CCR measurement systems and methodologies that aim to

capture and quantify all material sources of CCR, in ways

that are consistent with the scope of the Group’s activities.

•

The calculation of the key CCR metrics, namely the

Exposure at Default (“EAD”), the PFE and the Credit

Valuation

Adjustment

(“CVA”)

relevant

to

the

aforementioned transactions. These metrics are used for

limits monitoring purposes, for the calculation of the CCR

capital requirements, as well as for accounting valuation

adjustment and collateral management purposes.

•

Back-testing procedures, which aim to assure the validity

and robustness of the models used for the calculation of

the PFE of derivative transactions.

•

Adequate and effective processes and information systems

for measuring, monitoring, controlling, and reporting CCR

exposures.

•

Related IT systems are sophisticated enough to capture the

complexity of the trading activities of the Group. Reports

are provided on a timely basis to the Board of Directors,

Senior Management and all other appropriate levels, as

well as to the Regulatory Authorities.

NBG seeks to further mitigate CCR by standardizing the terms of

the agreements with counterparties through ISDA and Global

Master

Repurchase

Agreement

(“GMRA”)

contracts

that

encompass all necessary netting and margining clauses. CSAs have

also been signed with almost all active FIs, so that net current

exposures are managed through margin accounts, on a daily basis,

by exchanging mainly cash or debt securities as collateral.

Moreover, NBG performs OTC transactions with CCPs, either

directly or through qualified clearing brokers.

Furthermore, NBG avoids taking positions on derivative contracts

where the values of the underlying assets are highly correlated

with the credit quality of the counterparty (wrong way risk).

All the methodologies and processes followed by NBG for the

estimation, monitoring and management of the counterparty

credit risk, both for internal purposes, as well as for regulatory

compliance

are

detailed

in

the

Counterparty

Credit

Risk

Framework document.

Country Risk

(Audited)

Country risk is the current or prospective risk to earnings and

capital caused by events in a particular country, which are at least

to some extent, under the control of the government but not

under the control of a private enterprise or individual. The main

categories of country risk consist of sovereign, convertibility and

transfer risk. Sovereign risk stems from a foreign government’s

lack of capacity and/or unwillingness to repay its debt or other

obligations. Convertibility and transfer risk arise when a borrower

is unable to convert funds from local to foreign currency, in order

to repay external obligations. Therefore, country risk stems from

all cross-border transactions, either with a central government, or

with a financial institution, a corporate or a retail client.

The on and off-balance sheet items, which potentially entail

country risk are the following:

•

participation in the equity of the Group’s subsidiaries,

which operate in other countries;

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

74

•

interbank secured and unsecured placements and risk that

arises from OTC transactions, with financial institutions

that operate abroad;

•

loans and advances to corporations or financial institutions

that operate abroad, positions in corporate bonds of

foreign issuers and cross-border project finance loans;

•

funded and unfunded commercial transactions with

foreign counterparties; and

•

holdings of foreign sovereign debt.

In this context, NBG’s exposure to country risk predominantly

arises from the participation in the Group’s subsidiaries operating

abroad, the Bank’s holdings in foreign sovereign bonds, as well as

from cross border activities in the form of interbank/commercial

transactions and corporate lending.

GFLRMD monitors country risk exposure, as defined above, on a

daily basis, mainly focusing on the countries where the Group has

presence. Currently, the Group has limited exposure to country

risk, since the main operations abroad are in Cyprus and Northern

Macedonia.

Liquidity Risk

(Audited)

Liquidity Risk is defined as the risk arising from the institution’s

inability to meet its liabilities when they come due without

incurring unacceptable losses.

It reflects the risk stemming from limited or less stable sources of

funding over the longer term (i.e., funding risk), or from

insufficient available collateral for Eurosystem, secured or

wholesale funding (i.e., asset encumbrance risk) or from a

concentration in unencumbered assets disrupting the Bank’s

ability to generate cash in times of reduced market liquidity for

certain asset classes (i.e., concentration risk). Therefore, Liquidity

Risk captures both the risk of the Bank being unable to liquidate

assets in a timely manner with reasonable terms, and the risk of

unexpected increases in the Bank’s cost of funding.

The

Bank’s

executive

and

senior

management

has

the

responsibility to implement the Liquidity Risk appetite approved

by the BRC and to develop the policies, methodologies and

procedures for identifying, measuring, monitoring and controlling

Liquidity Risk, consistent with the nature and complexity of the

Bank’s activities. The Bank’s executive and senior management is

informed daily of the Bank’s Liquidity Risk position, ensuring that

the Group’s Liquidity Risk stays within approved levels.

On a daily basis, senior management receives the Bank’s liquidity

report, which presents a detailed analysis of the Bank’s funding

sources, liquidity buffer, cost of funding and other liquidity metrics

and indicators in line with the Bank’s RAF, Recovery Plan and

Contingency Funding Plan. Risk Management is also able to

produce and report the LCR to executive management daily,

leveraging the capabilities of the in-house developed liquidity

platform. Additionally, Risk Management reports monthly to

ALCO, all approved liquidity metrics and indicators, as well as

liquidity stress testing outcomes, maturity gaps between assets

and liabilities, and cost of funding evolution.

Liquidity Risk management aims to ensure that the Bank’s liquidity

risk is measured appropriately and reported frequently to confirm

that liquidity metrics are within set risk appetite, and management

is promptly informed of any developing liquidity risks. In addition,

the Group’s subsidiaries measure, report and manage their own

individual Liquidity Risk, ensuring they are self-sufficient in a

liquidity stress (i.e., not reliant to the Parent entity).

Current Liquidity Status

NBG’s liquidity position remains robust, supported by the positive

economic environment in Greece, which has been upgraded in

Q4.23 to investment grade status by the stability of its funding

sources, and the high level of its liquidity buffer, making the Bank

very resilient to a potential liquidity stress event.

On 31 December 2023, the Bank’s strong liquidity profile is

representative of a healthy liability side of the balance sheet. The

funding structure has further improved by the inflow of customer

deposits, the issuance of an MREL-eligible, subordinated Tier II

bond and the decrease of its public funding dependance, whilst the

Bank maintains full access to the secured interbank markets.

Moreover, LCR and NSFR, as well as the Bank’s Liquidity Buffer

currently stand significantly above the regulatory and internal

limits.

Funding Sources and Key Liquidity Metrics

The Bank’s principal sources of liquidity are its customer deposits,

wholesale funding through the issuance of (MREL-eligible)

securities, Eurosystem funding, which is gradually decreasing and,

repurchase agreements (repos) with FIs. ECB funding and repos

with FIs are collateralized mainly by high quality liquid assets, such

as, EU sovereign bonds, Greek government bonds and T-Bills, as

well as by other assets, such as highly rated corporate loans.

During 2023, the Bank strengthened its liquidity profile, as

customer deposit balance continued its upward trend and stood at

€55.6 billion on 31 December 2023, driven by an increase in time

deposits, at the expense of open maturity deposits, due to higher

interest rates.

Moreover, in September 2023, the Bank successfully issued €500

million MREL-eligible, subordinated Tier II bond, which settled on

3 October 2023, further diversifying its funding structure.

Additionally, the Bank’s remaining participation in the ECB TLTRO

III refinancing operations, which matures in 2024, decreased to

€1.9 billion on 31 December 2023, compared to €8.1 billion as of

31 December 2022, through a combination of scheduled and early

terminations. The Bank’s secured interbank funding transactions

amounted to €0.1 billion as of 31 December 2023.

As a result, the Bank’s LCR and NSFR increased to the historically

high levels 257.8% (Group: 262.2%), and 150.5% (Group: 150.3%)

respectively on 31 December 2023, notwithstanding TLTRO III

repayments. Finally, Loan-to-Deposit ratio stood at 57.3% and

58.2% as of 31 December 2023, on a domestic (Greece) and on a

Group level, respectively.

On 31 December 2023, the Bank’s cost of funding increased

moderately to 77bps, from 30bps on 31 December 2022, driven by

the increasing cost of customer deposits, while ECB raised interest

rates by a total of 200bps in the same period.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

75

Finally, the Bank’s ample Liquidity Buffer stood at €25.6 billion as

at 31 December 2023. More specifically, it comprises of €8.5 billion

in the form of cash deposited with the Bank of Greece and other

cash deposited in Nostro accounts, €13.8 billion of collateral

eligible for ECB funding and €3.3 billion of unencumbered

collateral that could be used for secured interbank funding with

FIs.

Operational Risk

Operational Risk is the risk of loss resulting from inadequate or

failure in internal processes, people and systems or from external

events. This definition includes legal risk, excludes strategic and

business risk, but takes into consideration the reputational impact

of Operational Risk.

The Group Operational Risk Management Division (“GORMD”) is

responsible for overseeing and monitoring the risks’ assessment,

providing appropriate tools and methodologies, coordination and

assistance to the Business Units and proposing appropriate risk

mitigation measures.

NBG has established a Group-wide Operational Risk Management

Framework (“ORMF”) that provides the foundations, principles

and governance arrangements for designing, implementing,

monitoring, reviewing and continually strengthening operational

risk management throughout the Group. GORMD regularly

reviews the Group’s ORMF to ensure that all relevant regulatory

requirements are met.

In particular, under the ORMF, NBG aims to:

1)

establish a consistent Group-wide approach to operational

risk management leading to a proactive approach in avoiding

unexpected events and minimizing of operational risk losses;

2)

support the Group’s business strategy by ensuring that

business objectives are pursued in a risk-controlled manner;

3)

improve the quality of operational risk information leading to

more informed risk decision-making and capital allocation;

4)

ensure consistency with best practices and compliance with

regulatory (quantitative and qualitative) requirements;

5)

promote Group-wide operational risk awareness and culture

further contributing to process efficiency and control

effectiveness.

The GORMD reports to the Operational Risk Management

Committee (“ORCO”), a sub-committee of the Senior Executive

Committee.

ORCO,

that

has

the

overview

of

the

ORMF

implementation, meets on a quarterly basis, providing a semi-

annual report to the Senior Executive Committee. In January 2022,

an Outsourcing Committee was established, which operates in

accordance with the applicable legal and regulatory framework

and is responsible for overseeing the outsourcing arrangements’

risk of the Group.

The overall responsibility for the management of Operational Risk

relies within the First Line of Defence Business Units (please refer

to section “

Corporate Governance Statement - E. Internal Control

System and Risk Management

” of the Board of Directors Report

for the year ended 31 December 2023 for the Lines of Defence),

that are responsible and accountable for directly identifying,

assessing, controlling and mitigating operational risk within their

business activities in compliance with the Bank’s policies and

procedures.

Operational Risk Management is integrated into the day-to-day

business, adding value to the organization by applying a proactive

approach. A series of techniques and tools have been defined by

the Group to identify, measure and assess Operational Risk. The

most important operational risk mechanisms used by the Group

are the following:

•

The RCSA

process: it is a recurring, forward looking process

performed on an annual basis aiming at the identification

and assessment of the operational risks faced by the

Group. The scope of RCSA extends to all business lines,

thereby to all business, support or specialized Units;

•

The Internal Events Management

process: NBG requires

accurate and timely knowledge of operational risk related

internal

events

and

has

therefore

established

an

appropriate event management process that covers the

event life cycle, comprising the event identification,

categorization,

analysis,

on-going

management,

remediation actions and reporting;

•

The Key Risk Indicators definition and monitoring

process: NBG defines as Key Risk Indicator any simple or

combined data variable, which allows the assessment of a

situation exposing the Bank to operational risk, as well as

its trend, by monitoring/comparing its values over time.

Therefore, KRIs are metrics providing early warning signs,

preventing and detecting potential risks and vulnerabilities

in the activities of the Bank;

•

The Scenario Analysis

process: NBG defines Risk Scenario

as the creation of a potential event or consequence of

events

that

expose

the

organization

to

significant

operational risks and can lead to severe operational losses.

Scenario Analysis is the process that reveals all the long-

term exposures to major and unusual operational risks

which can have substantial negative impacts on the

organization’s profitability and reputation;

•

The Training Initiatives and Risk Culture awareness

actions: Group Operational Risk Management Division

designs and implements training programs on operational

risk and the ORMF, the use and implementation of

programs, methods and systems as well as other actions

aiming at knowledge sharing and the establishment of

Operational Risk culture Group-wide.

Model Risk

Model Risk is the potential loss the Group may incur, as a

consequence of decisions that could be principally based on the

output of the models deployed, due to errors in the development,

implementation or use of these models.

Model Risk occurs primarily for two reasons:

•

a model may produce inaccurate outputs due to errors in

its design, methodology, data inputs or implementation;

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

76

•

a model may be used incorrectly or inappropriately,

without following the proper considerations regarding its

limitations and assumptions.

Model Risk is measured, monitored, and managed by the MVU.

Specifically, the MVU has elaborated a set of policies, guidelines,

methodologies and controls that comprise the Model Risk

Management (“MRM”) Framework. The suitable application of the

MRM Framework with the aim to also fulfill the models’ lifecycle

needs, empowers the MVU to perform and to be engaged in

various control activities as part of the model validation process.

In case that certain deficiencies are identified following the

completion of a model validation assessment, the MVU formulates

its concerns and crucial conclusions as Required Action Items

“RAIs” which are acted upon

after their

competent

approval

and

may effect material changes to the models.

Since 2018, the MVU has organized its tasks towards the following

directions, aiming to thoroughly implement the MRM Framework:

•

Key Policy and Governance Elements

:

The MVU regularly

updates the Bank’s Model Validation Policy, develops and

introduces

in

a

phased

approach

documents

and

guidelines subordinate to the Policy, to enhance the MRM

Framework as is in force. Based on them, relevant controls

have been designed and an issue and action plan

management scheme has been inaugurated. The MVU has

compiled a set of business processes in the form of

workflows, that serve the management of models’ lifecycle

and has also developed a Model Risk Quantification

Methodology. The latter has been approved in April 2020

and is being utilized for ICAAP reporting purposes.

•

Model Risk Management Tools and Platform

:

The MVU has

put in effect automation tools, has developed in-house

processes, has created libraries containing internally built

code following best practices and software engineering

standards to effectively perform all quantitative validation

tasks and is participating in the Governance, Risk &

Compliance

(“

GRC”) platform’s implementation team. All

necessary actions regarding the platform’s MRM module

that will mainly assist the Unit’s day-to-day business,

including the IT configuration of the platform and the

extended UAT phases have

been duly completed and have

effectively

contributed

to

the

module’s

release

to

production in December 2020. The MRM module has been

meticulously customized to comply with the

related MRM

Framework being in effect,

thus facilitating its integration

into the Unit’s and the Bank’s daily processes. An MRM

module User Workbook, which meets the training needs of

the platform’s delegated users by incorporating the

module’s various functionalities, has been also compiled

by the Unit. Furthermore, the embedded into the module

Bank’s Model Inventory,

keeps being updated with all

newly developed models according to their estimated

materiality

.

MVU has undertaken further initiatives towards the above two

directions. An update of the Model Validation Policy and its

Annexes is currently in progress, mainly focusing on their

alignment with the Bank’s internal control mechanisms, their

enhanced

integration

with

the

MRM

Framework’s

recent

developments and their compliance with the latest regulatory

requirements.

Moreover, the MRM module’s use is scoped to be further

expanded by completing the registration process according to the

submitted Model Owners’ proposals regarding the inclusion of

new models, of the models used to assess the major risk types,

turning it into the Bank’s comprehensive model repository that will

serve as a unique point of reference regarding their attributes.

Additionally, MVU plans to formulate processes to accomplish the

existing communication needs through the issuance of specific

directives concerning the adoption of MRM module’s use and the

broadened introduction of the workflows serving the models’

lifecycle needs, and the training of the delegated users. Finally, the

Unit will be working towards embedding the reporting streams

produced by various Risk and Control Units into the GRC Platform,

by integrating all reports being pertinent to the Model Risk

management process as encoded in the controls developed by the

MVU, the related Policy documents and their Annexes.

The Key aspects of the Model Risk Management Framework are:

•

Policies and Processes

:

To ensure the accurate, timely and

robust Model Risk quantification process and to enhance

the

mentioned

risk’s

efficient

management,

a

comprehensive set of guidelines regarding the models’

lifecycle recognized needs as well as specific Policy and

methodology

documents

relevant

to

the

model’s

governance, management and validation have been

elaborated. The above-mentioned guidelines comprise,

clear

and

streamlined

workflows

and

methodology

documents resulting from MVU’s expertise and “deep

dive” analysis which are consistent with the Banks’

business processes being in effect and the existing

regulatory framework.

•

Model Materiality Tiering and Model Risk Assessment

:

As

required by the regulator, the scrutiny under which each

model is validated, monitored and all processes related to

the respective operations are managed, is proportional to

the model’s materiality. The MVU has introduced a model

materiality tiering procedure, with the explicit intent to

ascertain the level of each model’s importance and

criticality for the Bank. Furthermore, the mentioned

classification

outcome

and

the

model’s

validation

assessment are appropriately combined according to an

internally developed methodology, with the explicit aim to

quantify Model Risk in terms of internal capital.

•

Issues and Action Plans

:

The MVU has formalized a specific

issue tracking process, implemented the GRC platform

which constitutes the Bank’s new workflow management

system for the purpose of communicating model issues to

the model owners, monitoring their statuses, approving

plans regarding the necessary remedial actions, keeping

track of their accomplishment and finally reporting the

completion of the respective issues’ resolution to the

Bank’s Senior Executive Committee and the BRC. This

multitude of processes ensures that the validation

exercises are contributing effectively to maintaining the

models sound and functional, keeping them fit for purpose

and assisting at the same time an active Model Risk

management operation while ensuring that the business

essence of the models’ validation assessment is not solely

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

77

constrained to the fulfilment of reporting needs and

purposes.

•

Model Inventory and Model Risk Management Module

:

The Group’s Risk Units have worked extensively towards

the adoption of the new workflow management system

which aims among other purposes, to automate most of

the procedures being pertinent to the models’ lifecycle

requirements. This effort will be further enhanced by the

participation of the Model Risk management module being

part of the software system’s hosting platform, which also

incorporates a self-contained model inventory constituting

the Bank’s thorough and concise model registry in terms of

models’ attributes. The latter can provide the required

supportive

evidence

for

Model

Risk

management

purposes, that remains available within the platform’s

infrastructure. Additionally, they are utilized – in their

entirety or partly – as a pool of necessary inputs for Model

Risk estimation purposes. The inventory is intended to play

an essential role in the centralized and holistic approach of

Model Risk assessment.

The structure of the Model Risk Management process followed by

the MVU, is built around a set of distinct phases.

Initially, when the development of a new model has been decided

and approved, the model must be registered in the Bank’s Model

Inventory by its owner. An effective Model Risk Management

requires the maintenance of a complete and regularly updated

model inventory, so that the prioritization of the validation

process adhering to the determined model’s validation cycle and

in turn the tiering and the monitoring of the emanating Model

Risk, can be adequately accomplished. During the models’

development phase, the MVU is kept informed of the completed

tasks and the process’s general progress status. Upon model

development completion, the Bank’s Model Inventory is updated

by the model owner with the essential material that is needed to

conclude

the

model

materiality

tiering,

the

Model

Risk

assessment, the model review sequential list of checks and finally,

the completion of the validation process in its entirety.

After a new model has been registered, the model’s Initial

Validation follows as required. This process is a key component of

the Model Risk management course of actions, as it allows for the

accurate mentioned risk’s estimation. As part of its Initial

Validation, the model is examined through a series of controls that

cover a multitude of qualitative and quantitative aspects, being

mainly designed to mitigate specific areas recognized as potential

Model Risk sources, such as input data quality issues, model design

deficiencies,

non-adherence

to

internal

or/and

external

requirements,

improper

model

use,

erroneous

model

implementation and inadequate model performance.

These

checks are performed utilizing a set of

deliverables

made available

by the model owner

, which are uploaded to

the GRC Platform

comprising

the data quality reports, the model development

report, the model use reports etc. The outcome of the model

validation effort is a combined assessment regarding the

classification of the model’s risk rating, the

confirmation regarding

the

type of model’s approval

and

an ensuing list of RAIs if

crucial

deficiencies are

found concerning

the model assessment areas and

need to be remediated.

Following the finalization of model’s

approval by the competent management level or

Bank’s

committee, the model is implemented in the appropriate Bank’s

system. The implementation phase potentially constitutes an

additional source of Model Risk. The MVU conducts a review to

assess if the implementation process and all available reports

covering the IT actions and UAT tests were suitably performed and

signed-off, with the aim to determine if the deployed model is fit

for the intended purpose and functions as expected. Deployed

models and their proper use are regularly monitored by their

owners, while they are also re-visited by the MVU through the

execution of ongoing validation exercises (conducted yearly in

case of models that present material Model Risk, or every three

years for the rest of the models), focusing mainly on the models’

quantitative performance comprising the estimation of their

discriminatory power, accuracy and stability. Any validation

exercise could lead to the issuance of RAIs and could possibly

trigger the necessity of developing a new model version if material

model changes are required. The latter could consequently trigger

the commencement of a new maintenance set of actions

contained in the model’s lifecycle, as previously described.

Strategic/ Business Model Risk

Strategic/ Business Model Risks are defined as the current or

prospective risks on the viability and sustainability of the Group’s

Business model, i.e. the Business model becoming obsolete or

irrelevant and/or losing the ability to generate results aligned with

the Group’s strategic objectives and stakeholders’ expectations.

These risks are associated with vulnerabilities in Strategic

Positioning or Strategy Execution (delivery), as a result of external

or endogenous risk factors and possible inability to effectively

react thereon. The impact of Strategic/Business Model Risks is

demonstrated through:

•

failure to deliver the expected results, i.e. material deviations

from a defined business plan in terms of Profitability, Capital

and/or Franchise (Brand) perception;

•

long-term deterioration of Competitiveness, i.e. worsening

relative

position

compared

to

peers-benchmarks

in

strategically important areas; the risk sources are potential

vulnerabilities in the strategic design, lack of diversification in

revenue generation, external disruptive factors (such as new

market entrants) and inability to effectively/timely adapt the

Business model components to the market dynamics.

Acknowledging the increasing importance of the Business model

viability and sustainability risks, the Bank introduced strategic

focus within the Risk Management organization (dedicated

function

of

Group

Strategic

Risk

Management

has

been

established) and active participation in the Business and Capital

planning cycles (including a CRO opinion).

The objective is to strengthen the interlink between risk

management and strategy, establishing a regular and active

involvement of the former in the strategy formulation and

execution processes and providing the risk perspective during the

definition of overarching business and strategic objectives. The

development of Strategic Risk Management Framework is part of

the Bank’s Enterprise Risk Management (“ERM”).

NBG’s strategic objectives and priorities are identified through the

Business and Capital Plan and the description of Business

strategies set therein, in order to enable the realization of the

Group Strategy. The risk identification and materiality assessment

process is conducted by associating NBG’s current Business model

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

78

with Business Strategy and the external economic environment

outlook (forward-looking perspective).

The business model aspects which are considered for risk

identification and materiality assessment are set out and mapped

to specific Key Performance Indicators (“KPIs”) which the Bank

considers as most relevant and indicative to formulate its business

profile (current status and forward-looking perspective). The

identification of material business risk sources forms the basis for

impact quantification, through Scenario Analysis and Stress

Testing complemented with single-factor risk impact analysis. This

process aims to assess the core profitability resilience and thus,

the capital generation capacity and provide insights regarding

potential vulnerabilities and key threats to NBG’s business model

going forward.

Climate & Environmental (C&E) Risks

Acknowledging the importance and potential impact of ESG risks,

and in particular C&E risks, NBG has proceeded with the

identification and materiality assessment of such risks and their

incorporation in the overall Risk Management Framework of NBG,

and is committed to monitoring, assessing and managing the

particular risks going forward.

Specifically, NBG has implemented the following actions:

•

Incorporated ESG-related risks in its Risk Taxonomy

Framework

and

Risk

Identification

processes,

by

recognizing them as transversal and considering them as

drivers of existing types of financial and non-financial risks.

•

Assigned clear responsibilities for the management of C&E

risks within its organizational structure, cascading down

through the 3 lines of defence, including dedicated

Committees

at

the

Board

and

management

level

(respectively, the Board Innovation and Sustainability

Committee

and

the

ESG

Management

Committee).

Focusing on the Risk Management function:

-

The Group CRO is accountable for the supervision of

C&E risks and closely collaborates with the General

Manager

of

Transformation,

Strategy

and

International Activities and the General Manager of

Group Compliance and Corporate Governance for all

major C&E topics.

-

C&E

risks

are

integrated

in

the

existing

risk

identification,

measurement,

and

assessment

processes per primary risk type, therefore each Risk

Division (Credit Risk, Market & Liquidity Risk,

Operational Risk, Strategic/Business Risk):

•

Measures,

controls

and

monitors

C&E

risks/drivers and their impact on the existing

financial & non-financial risk types.

•

Incorporates C&E risks/drivers in their internal

frameworks, policies, procedures and reporting

framework and implements enhancements as

needed.

-

The Group Chief Credit Officer and Credit Divisions

ensure incorporation of ESG assessments within

lending policies and processes.

-

The Group Strategic Risk Management Division has

been assigned the role to exercise a holistic overview

on C&E risk management activities, being the central

reference point within Risk Management and the

primary liaison between Risk Management and

Business Strategy stakeholders for ESG matters, with

a main focus on C&E risks. It aims to align C&E risk

management processes involving the different Risk

Divisions/experts across risk types (including the

execution of C&E Stress Testing). This is aligned with

NBG’s Enterprise Risk Management (ERM) concept,

which is also applicable for the C&E risk area. The

operational

setup

is

supported

in

terms

of

coordination by the Risk Culture and Risk PMO Unit.

•

Incorporated ESG risks/drivers in the Risk Management

Framework and implemented enhancements per primary

risk area, as follows:

-

Developed the methodological approach to identify

C&E risks and assess their materiality, by:

•

performing a distinct mapping of C&E risk drivers

and transmission channels, to existing risk types;

•

considering the impact of environmental risks,

beyond climate;

•

incorporating forward-looking assessments.

-

Enhanced the incorporation of ESG risks in Credit Risk

Management Framework. In summary NBG:

•

has enhanced its 2024 RAF Dashboard with the

inclusion

of

credit

and

introduced a dedicated C&E exclusion list and an

updated sectoral limits’ methodology, aligning

its risk appetite accordingly; the exclusion list

also considers elements beyond climate (e.g.,

the

Nature

and

biodiversity

preservation).

•

thoroughly analysed and approved specific

policy actions connected with the ESG credit risk

assessment and classification;

•

performed a prototype deep-dive analysis to

incorporate C&E risks in Credit Rating.

•

enhanced the risk pricing framework for the

incorporation of C&E risks.

•

reviewed its collateral policies to improve C&E

risk mitigation measures, taking into account the

most recent C&E RIMA.

•

focused on the development of Monitoring and

reporting capabilities for the credit portfolio,

having established a large set of credit risk

at

various

levels

(aggregate,

sectoral, portfolio/business line etc.) as part of

an enterprise wide ESG reporting mechanism.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

79

-

Enhanced ESG related risk metrics in the Risk Appetite

Framework with the inclusion of 5 metrics with

threshold and 8 KRIs for monitoring purposes, for an

enhanced view of C&E risks, while covering ESG credit

risk and strategy-related matters.

-

Aligned

the Operational Risk Taxonomy and all other

Operational Risk Programs

with the inclusion of ESG

risks based on the requirements set by the competent

authorities.

-

Incorporated

C&E

risks

in

its

Stress

Testing

Framework to assess its vulnerabilities related to

climate risk components, through the selection and

examination of appropriate climate risk-oriented

scenarios applicable per risk type and transversally,

based

on

risk

materiality

assessments

and

proportionality.

-

Performed an assessment and incorporation of C&E

factors in the normative and economic perspectives

in its 2023 ICAAP.

-

Initiated actions in relation to combined C&E risk

data, analytics and monitoring setup, aiming to

enhance the C&E risk monitoring capabilities and

regular reporting processes. Specifically, an extensive

set of key C&E metrics has been identified for

monitoring and reporting (further to the ones defined

in the Risk Appetite framework), establishing an

enhanced and comprehensive C&E Risk reporting

dashboard.

-

Disclosed

ESG

quantitative

and

qualitative

information

according

to

the

phase-in

process

described in the relevant regulatory requirements,

through the Pillar III disclosures on a consolidated

basis. For this purpose, the Bank established in-house

tools in its core IT systems for the production of the

quantitative ESG templates.

-

Followed a comprehensive Action Plan in relation to

the ESG agenda, aiming to accelerate its business

model adaptation and successful management of ESG

risks, with a focus on C&E risks, while meeting all

relevant regulatory requirements.

Going forward, NBG is planning to further enhance the

incorporation of ESG factors in its Risk Management Framework.

For this purpose, a detailed action plan has been formed and is

largely included in the Transformation Program, which is

monitored by the Board and Transformation Committee, ensuring

execution in a timely and disciplined manner. Specifically, a

structured planning approach ensures that all key strategic

opportunities

requiring

heavy

investment,

cross-functional

collaboration and senior management attention are turned into

specific and granular project plans with committed objectives,

milestones, roles and resources.

In parallel, Transformation Program initiatives are complemented

with tactical and interbank initiatives, which contribute to the

incorporation of C&E risk aspects in business-as-usual processes.

Important actions currently underway refer to the following areas:

•

EU Taxonomy implementation & Sustainable Financing

Framework operationalization

•

Enhancement of Scenario Analysis and Stress Testing

capabilities

•

Enhancement of Environmental risks identification and

assessment

•

Expansion of regular monitoring and reporting

.

Other Risk Factors

Cyber security

The Group is increasingly dependent on information and

communication technologies to achieve its strategy and carry out

its day-to-day operation. Timely and valid information is necessary

to support the Bank's business decisions. The Bank considers its

information, as well as that of its subsidiaries, a strategic asset, and

fully recognizes the importance of protecting and safeguarding it,

as it is critical to its operation.

Information and communication technologies are subject to ever-

increasing and complex threats, which exploit known and

unknown system vulnerabilities with potentially serious impact on

business operation, individuals, and critical infrastructure due to

the breach of confidentiality, integrity, and availability of

information that these systems process, store or transmit.

In a continuously evolving and changing digital global landscape,

there is an increase of information security risks in the banking

sector:

•

The

rapid

growth

of

important

technological

breakthroughs (e.g., Cloud, Quantum computing, 5th

generation networks, artificial intelligence - AI, Internet of

Things – (“IoT”).

•

Unpredictable geopolitical developments.

•

The increasing trend in the use of new technologies and

digital applications to serve citizens and businesses, which

skyrocketed during the pandemic (COVID-19), continues.

In fact, after all, the more the society and the economy rely on the

digitization of processes and services, the more the attack surface,

or else, the perpetrators’ opportunities for malicious actions

increase, compelling all relevant bodies involved, in timely

planning and an effective response.

Therefore, information security is a key success factor in the Bank's

business activities. The need for information security is particularly

important in this modern, sophisticated, and interconnected

business environment.

The Group continuously analyzes its threat environment in order

to identify the most important threats that may undermine the

achievement of its business objectives.

The Group and the Bank have implemented appropriate security

controls, aiming to mitigate the risks arising from cyber-attacks

(Cyber Risk) and to facilitate the increase of its resilience to the

challenges related to cybersecurity.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

80

The Board Risk Committee among others has continuous oversight

of Cybersecurity, with the Chief Information Security Officer

(“Group CISO”) providing regular reports to the said Committee as

regards the Cybersecurity Posture of the Bank and subsidiaries.

The most essential, among others, controls are outlined below:

•

NBG Group has a Group CISO role who oversees the

Information Security Function as well as the Group’s

Cybersecurity Division.

•

NBG Group Enterprise Information Security Policy is the

cornerstone for the implementation of a complete

Information Security Management System, reflecting

Management’s commitment, the governance framework,

and the Group’s Information Security / Cybersecurity

principles.

•

The NBG Group Enterprise Information Security Policy is

supplemented by an extensive set of Information Security

Procedures

and

Guidelines

(Information

Security

Management System), based on international standards,

compliance regulations and best practices.

•

The Bank has attained the ISO 27001 certification.

•

The Bank has attained the PCI DSS certification.

•

The Bank follows a multilayered approach for the

protection of its information assets. This approach includes

but is not limited to DDoS protection, information

intelligence services, perimeter controls such as firewalls,

IDSs / IPSs, Secure Email Gateways, Secure Web Gateways,

Endpoint protection, Data Leakage Prevention (DLP)

solution, Security Information and Event Management

(SIEM) solution, 24X7 Security Operation Center (“SOC”)

etc.

•

The Bank performs a modern Cyber Security Awareness

Program.

•

The Bank carries out security reviews regularly, and

whenever deemed necessary in accordance with best

practices. The Bank complies to the applicable Greek and

European

regulatory

framework

and

is

subject

to

cybersecurity audits at least annually from regulators, the

independent Group Internal Audit Function, external

auditors for the Cybersecurity certifications that the Bank

has attained.

•

The Bank has adopted best practices to ensure the Group’s

business continuity, enhancing its resilience to cyber-

attacks.

•

Although all necessary security measures are applied and

enforced, the Bank maintains a cybersecurity insurance

contract in the unlikely event of a successful cyber-attack

or data breach.

NBG Group’s cyber security systems continue to improve with the

strengthening of detection, response, and protection mechanisms,

in order to ensure high quality of customer service, protection of

personal data, increase of service efficiency and secure business

activity.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

81

Deferred tax assets as regulatory

capital or as an asset

Risk related to the recognition of the main part of deferred tax

assets as regulatory capital or as an asset

The Group includes deferred tax assets (“DTAs”) in calculating the

Group’s capital and capital adequacy ratios. As at 31 December

2023, the Group’s DTAs, amounted to €4.3 billion (31 December

2022: €4.7 billion).

The Bank reviews the carrying amount of its DTAs at each reporting

date, and such review may lead to a reduction in the value of the

DTAs on the Group and the Bank’s Statement of Financial position,

and therefore reduce the value of the DTAs as included in the

Group’s regulatory capital.

EU Regulation 575/2013 provides that DTAs recognized for IFRS

purposes that rely on future profitability and arise from temporary

differences of a credit institution and exceed certain thresholds

must be deducted from its CET1 capital.

The deduction would have a significant impact on Greek credit

institutions, including the Bank. However, as a measure to mitigate

the effects of the deduction, article 27A of Greek Law 4172/2013,

(“DTC Law”), as currently in force, allows credit institutions, under

certain conditions, and from 2017 onwards to convert DTAs arising

from (a) Private Sector Initiative (“PSI”) losses, (b) accumulated

provisions for credit losses recognized as at 30 June 2015, (c) losses

from final write off or the disposal of loans and (d) accounting

write offs, which will ultimately lead to final write offs and losses

from disposals, to a receivable (“Tax Credit”) from the Greek State.

Items (c) and (d) above were added with Greek Law 4465/2017

enacted on 29 March 2017. The same Greek Law 4465/2017

provided that the total tax relating to cases (b) to (d) above cannot

exceed the tax corresponding to accumulated provisions recorded

up to 30 June 2015 less (a) any definitive and cleared Tax Credit,

which arose in the case of accounting loss for a year according to

the provisions of par.2 of article 27A, which relate to the above

accumulated provisions, (b) the amount of tax corresponding to

any subsequent specific tax provisions, which relate to the above

accumulated

provisions

and

(c)

the

amount

of

the

tax

corresponding to the annual amortization of the debit difference

that corresponds to the above provisions and other losses in

general arising due to credit risk.

Furthermore, Greek Law 4465/2017 amended article 27 “Carry

forward losses” by introducing an amortization period of 20 years

for losses due to loan write offs as part of a settlement or

restructuring and losses that crystallize as a result of a disposal of

loans. In addition, in 2021 Greek Law 4831 further amended article

27 of Greek Law 4172/2013. According to this amendment the

annual amortization / deduction of the debit difference arising

from PSI losses is deducted at a priority over the debit difference

arising from realized NPL losses. The amount of annual deduction

of the debit difference arising from realized NPL losses is limited to

the amount of the profits determined according to the provisions

of the tax law as in force before the deduction of such debit

differences and after the deduction of the debit difference arising

from PSI losses. The remaining amount of annual deduction that

has not been offset, is transferred to be utilized in the twenty

subsequent tax years, in which there will be sufficient profit after

the deduction of the above debit differences (PSI & NPL losses)

that correspond to those years. As to the order of deduction of the

transferred

(unutilized)

amounts,

older

balances

of

debit

difference have priority over newer balances. If at the end of the

20-year amortization period, there are balances that have not

been offset, these qualify as tax losses which are subject to the 5-

year statutes limitation.

As at 31 December 2023, the Group’s eligible DTAs amounted to

€3.7 billion (31 December 2022: €3.9 billion). The main condition

for the conversion of DTAs to a Tax Credit is the existence of an

accounting loss at Bank level of a respective year, starting from

accounting year 2016 and onwards. The Tax Credits will be

calculated as a ratio of IFRS accounting losses to net equity

(excluding the year’s losses) on a solo basis and such ratio will be

applied to the remaining Eligible DTAs in a given year to calculate

the Tax Credit that will be converted in that year, in respect of the

prior tax year. The Tax Credit may be offset against income taxes

payable. The non-offset part of the Tax Credit is immediately

recognized as a receivable from the Greek State. The Bank is

obliged to issue conversion rights to the Greek State for an amount

of 100% of the Tax Credit in favour of the Greek State and will

create a specific reserve for an equal amount. Common

shareholders have pre-emption rights on these conversion rights.

The reserve will be capitalized with the issuance of common shares

in favour of the Greek State. This legislation allows credit

institutions to treat such DTAs as not “relying on future

profitability” according to Capital Requirement Directive (“CRD”)

IV, and as a result such DTAs are not deducted from CET1, hence

improving a credit institution’s capital position.

On 7 November 2014, the Bank convened an extraordinary

General Shareholders Meeting which resolved to include the Bank

in the DTC Law. An exit by the Bank from the provisions of the DTC

Law requires regulatory approval and a General Shareholders

meeting resolution.

If the regulations governing the use of Deferred Tax Credit

(“DTCs”) as part of the Group’s regulatory capital change, this may

affect the Group’s capital base and consequently its capital ratios.

As at 31 December 2023, 55% of the Group’s CET1 capital was

comprised of DTA eligible for DTC. Additionally, there can be no

assurance that any final interpretation of the amendments

described above will not change or that the European Commission

will not rule the treatment of the DTCs under Greek law illegal and

as a result Greek credit institutions will ultimately not be allowed

to maintain certain DTCs as regulatory capital. If any of these risks

materialize, this could have a material adverse effect on the

Group’s ability to maintain sufficient regulatory capital, which may

in turn require the Group to issue additional instruments qualifying

as regulatory capital, to liquidate assets, to curtail business or to

take any other actions, any of which may have a material adverse

effect on the Group’s operating results and financial condition and

prospects.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

82

Non-Financial

Statement

2023 Highlights

Distinctions & Awards

Memberships & Participations

ESG indices & ratings

Regulation & reporting standards

ESG Impact Analysis

ESG Strategy

Our pathway to Net Zero

Our ESG disclosures

EU Taxonomy disclosure

Other disclosures:

-

Payments for donations, grants and

sponsorships

-

Country by Country report

-

ESG annual report

-

Relationship with shareholders and the

financial community

-

2023 Annual General Meeting of

Shareholders

NBG share and shareholder structure

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

83

2023 Highlights

Environment

•

Measurement of the

2022 GHG footprint

, enhancing the methodological approach, portfolio coverage and underlying

data quality.

•

Development of

Net Zero

science-based decarbonization targets for selected carbon intensive sectors/portfolios.

•

Commitment to the

Partnership for Carbon Accounting Financials (“PCAF”)

.

•

Commitment to the

Net Zero Banking Alliance (“NZBA”).

•

Enhancing climate and environmental disclosures

through financed emissions monitoring.

•

Greenhouse gas emissions

measurement

and

target-setting.

•

Pursuit of

business opportunities

in line with our key ESG/C&E strategic themes, solidifying our competitive position

in renewable energy and transition financing.

•

Issuance of first

Sustainable Bond Framework

in Greece, with positive second party opinion from Sustainalytics.

•

Issuance of the

UNEP FI

2

nd

Self-Assessment report, deepening the Bank’s awareness and monitoring of performance

across the 6 Principles for Responsible Banking (“PRB”) principles.

•

Publication of

NBG’s Green Bond Final Allocation and Impact Report.

•

Obtained the

ISO 50001:2018 certification

for energy management.

Society

•

Expansion of the

single-payment code option

to all available payment transactions through ATMs (807 out of 1,462

ATMs have been upgraded).

•

Upgrade of Branch Units

through renovation, improvements in promotion of digital channels and customer service.

•

Completion of the Bank's

Succession Plan for critical roles

, aimed at optimizing efficiency and ensuring sustainability.

•

Enhancement of

executive and

employee skills

through extensive, specialized and hands-on trainings.

•

UNEP FI Target 2 (Inclusive, healthy economies):

3 million active digital users (12-month) by the end of 2024.

•

Introduction of

special wage supplements

to our employees, as a relief measure against the increased cost of living.

•

Reward programme for performing

mortgage loan holders,

including cap on variable interest rates for the next 12

months,

to protect our customers against future increases in reference rates.

•

Participation in

co-funded housing programme “SPITI MOU" Programme”

for low-interest or interest-free loans to

young people or couples to acquire their first home.

•

Continued our

sponsorship programme,

in line with the three pillars of the "RESPONSIBILITY" CSR Action Programme:

Culture – Society – Environment.

Governance

•

Updated further the

Board Committee Charters

, by elaborating more responsibilities relevant to ESG issues.

•

Enhancement of direct data retrieval processes

(incl. customer questionnaires), as part of testing and upgrading the

ESG Obligor and ESG Transaction assessments.

•

Expansion of the

C&E Scenario Analysis and Stress Testing capabilities.

•

Enhancement of the

Risk identification

and materiality assessment processes

relating to C&E risks, including the

incorporation of forward-looking views.

•

Strengthening of

Strategic Risk Management Division,

to exercise a holistic view on C&E risk management activities,

within the second line of defence – risk management function.

•

Established two separate divisions,

the Corporate Social Responsibility & ESG Reporting Division and the Data

Privacy, Technology & ESG Compliance Advisory Division

, to further strengthen the governance of its ESG strategy

and to address the upcoming regulatory requirements more effectively.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

84

Distinctions & Awards

In recognition of its ongoing endeavour to serve the needs of its stakeholders, and to provide full and transparent information on its

sustainability actions, NBG received a number of important awards and distinctions in 2023 including:

“CR-Index Award 2022-2023”

NBG was awarded the top Diamond distinction for 2022-2023, for the 5th year running, in

recognition of its overall contribution in the areas of Corporate Responsibility and Sustainable

Development, within the

Corporate Responsibility (“CR”)

Index 2022-2023 of the CR Institute.

“Best Corporate Governance-

Greece” award from CFI

NBG has received, for yet another year, the “

Best Corporate Governance-Greece

” award for

2023, from the international organization Capital Finance International (“CFI”), on the basis of

the corporate governance practices that it has in place. CFI enjoys the support of international

bodies and organizations such as the Organisation for Economic Cooperation and Development

(“OECD”), the European Bank for Reconstruction and Development (“EBRD”) and the United

Nations Conference on Trade and Development (“UNCTAD”).

“Best Bank 2023”- HRIMA

Business Awards 2023

NBG received the second "

Best Bank Award 2023

", in the context of the HRIMA Business

Awards 2023.

“Global Retail Banking Innovation

Awards 2023”

NBG was awarded with the prize “

Best Digital Bank – Greece

”, in the context of The Digital

Banker Magazine’s international awards “Global Retail Banking Innovation Awards 2023”.

“e-volution Awards 2023”

NBG was awarded with the Bronze award in the category

“Best SEO for an e-Business”,

organized by Boussias Communications.

“Digital CX Awards 2023”

NBG was awarded with the prize “

Best Retail Bank for Digital CX – Greece”

in the context of

The Digital Banker Magazine’s international awards “Digital CX Awards 2023”.

"Global Finance Awards 2023"

NBG won three awards for the categories below, in the context of Global Finance

Magazine’s

international awards

“Global Finance Awards 2023”

:

•

Best Consumer Mobile Banking App

-Greece

•

Best Digital Bank for Online Treasury Services

-Greece

•

Best Digital Bank for Online Treasury Services

-Western Europe.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

85

“Loyalty Awards 2023”

For yet another year, go4more, NBG's customer loyalty reward programme, stole the limelight

at the Loyalty Awards with the nominations:

•

“Best in Banking, Insurance & Financial Services“

(Gold)

•

“Best Initiative During Crisis”

(Gold)

•

“Best CSR Initiative”

(Silver).

“Most Sustainable

Companies in Greece

2023”

The Bank was included in the list of 36 “

Most Sustainable Companies in Greece 2023

”, following

an evaluation of its performance in sustainable development, of the “Sustainable Performance

Directory”, based on ESG criteria, made at the initiative of the “QualityNet Foundation”.

“Digital Finance

Awards 2023”

NBG won four awards for the categories below, in the context of

“

Digital Finance Awards 2023

”,

organized by Boussias Communications:

•

“Best Payments Project”

for the service NBG QuickPay (Gold)

•

“Best Consumer/SME Lending Digital Initiative”

for the service Β2Β Merchant Portal

(Silver)

•

“Ecosystem”

for the service NBG Merchants Insights/Best Digital Platform

(Silver)

•

“Ecosystem”

for the service Best Embedded Finance & BaaS Solutions (Silver).

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

86

Memberships & Participations

The Bank’s Memberships and Participations are listed below:

UN Global Compact:

•

As of June 2018, NBG has joined the voluntary initiative of the United Nations, UN Global Compact

as a Participant. The UN Global Compact is a call to participants to align their strategies and

operations with 10 globally accepted Principles in the areas of human rights, labor, environment

and anti-corruption, and take strategic actions to advance broader societal goals, such as the UN

Sustainable Development Goals (“SDGs”), with an emphasis on collaboration and innovation.

United Nations

Environment Programme

Finance Initiative (UNEP-FI):

•

As of September 2020, NBG has endorsed the United Nations Environment Programme Finance

Initiative (“UNEP FI”) Principles for Responsible Banking, recognizing the significance of

responsible practices for ensuring the sustainability of its long-term operation, as well as the

creation of value for its customers, shareholders, people and the community at large.

The Hellenic Network for

Corporate Social

Responsibility:

•

As of December 2008, NBG has been a core member of the Hellenic Network for Corporate Social

Responsibility (“CSR Hellas”). CSR Hellas aims to collaborate for the promotion of new ideas and

business practices, that help reshape the economic model and reinforce the long-term

competitiveness of businesses, with sustainability and healthy profitability as their axis.

Global Compact Network

HELLAS:

•

As of June 2018, NBG has been a member of the local network of UN Global Compact, Global

Compact Network Hellas (“GCNH”). Its role is to support UNGC Greek members to implement the

10 principles of the UN Global Compact and to create opportunities for cooperation and common

actions with stakeholders.

Climate Action in Financial

Institutions Initiative

(“CAFI”):

•

In April 2020, NBG joined, as the first Greek Bank, the Climate Action in Financial Institutions

Initiative (“CAFI”). As a supporting member, NBG commits to advance towards the climate

mainstreaming / Paris alignment journey and is therefore present at several events organized by

the CAFI. In these events, representatives from other well recognized initiatives or institutions are

sharing their expertise/experience, in order to facilitate and to promote the Paris alignment

process.

European Climate Pact:

•

In December 2021, NBG joined the European Climate Pact, showcasing concrete actions taken for

the climate and the environment, through its Carbon Disclosure Project (“CDP”). The European

Climate Pact aims to engage with different stakeholders and civil society and commit them to

climate action and more sustainable behavior. The European Climate Pact, is part of the Green

Pact and helps the EU achieve its goal of being the world's first climate-neutral continent.

Hellenic Bank Association:

•

NBG is a core member of the Hellenic Bank Association (“HBA”), the body representing collectively

banks, both Greek and international, operating in Greece. Regarding actions related to sustainable

development, the HBA has set up an interbank Committee of which NBG is an active member.

Partnership for Carbon

Accounting Financials:

•

In October 2023, NBG became the first Greek systemic bank to join the Partnership for Carbon

Accounting Financials ("PCAF"), an initiative led by the financial industry, which enables financial

institutions to consistently measure and disclose greenhouse gas (“GHG”) emissions of their loans

and investments. PCAF is acknowledged as a global standard for carbon accounting and

disclosures by financial institutions, instilling reporting transparency and supporting net-zero and

decarbonization strategies in a consistent way. Through joining PCAF, NBG seeks to utilize a global

standardized methodology, that facilitates the provision of comparable and transparent GHG

disclosures, as well as the monitoring of the progress of its clients’ decarbonization journey.

Net Zero Banking Alliance:

•

Dedicated to its environmental goal to accelerate the transition to a sustainable economy, the

Bank joined in October 2023, the leading initiative in setting Net Zero commitments for banking

institutions. The Net Zero Banking Alliance ("NZBA"), is an Industry-led and United Nations-

convened alliance of banks worldwide, committed to aligning their lending and investment

portfolios with net-zero emissions, as defined by the Paris Climate Agreement.

•

In line with such commitment, NBG has proceeded with the disclosure of a set of interim, 2030

decarbonization targets for priority carbon intensive sectors, taking into account the best available

scientific knowledge (science-based pathways). According to its net-zero vision by 2050, the Bank

will continue to intensify its efforts to promote Greece’s transition to a carbon-free future by

providing sustainable financing to businesses and households.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

87

ESG indices & ratings

The Bank is assessed by Agencies and included to Indices, as listed below:

Agency

2023

2022

Δ

MSCI

(1)

In 2023 MSCI research upgraded NBG’s ESG Rating to level “A”.

NBG has been assessed by MSCI for the 10th consecutive year.

ESG Rating

Α

26

ΒΒΒ

ISS ESG Scores (2)

In 2023, ISS Corporate Solutions rated NBG with respect to its

disclosures’ quality on the pillars of “Environment”, “Social” and

“Governance”. The Bank was ranked in the highest Category 1

for the "Environment” and “Social” pillars and the higher

category 2 for the “Governance” pillar. NBG has been assessed

by ISS for the 6th consecutive year.

Environmental

1

27

1

=

Social

1

2

Governance

2

=

Morningstar/Sustainalytics (3)

Following its participation to the comprehensive

Morningstar/Sustainalytics ESG Research Assessment and

Rating Process, NBG was positively assessed for its ESG

performance and its ESG Risk Rating was upgraded from

Medium to Low Risk.

ESG Rating

16.4

28

(Low

Risk)

25.8

(Medium

Risk)

Carbon Disclosure Project (“CDP”) (4)

NBG published for the 17th consecutive year, information and

data on its sustainability and climate change strategy, policy and

actions, through the Carbon Disclosure Project, the global non-

profit that runs the world’s leading environmental disclosure

platform and holds the largest database of primary corporate

climate change information.

CDP score

C

29

C

=

FTSE4Good Index Series (5)

NBG has been positively assessed for the 18th consecutive year

for its social and environmental performance by independent

analysts and as a result remained a constituent of the

FTSE4Good Index Series.

ESG Index

√

30

√

=

Bloomberg Gender Equality Index 2023

NBG was included for the 7th consecutive year in the group of

international companies that make up the Bloomberg Gender

Equality Index 2023. Currently 484 companies covering various

sectors and 45 countries make up the index.

Gender

Equality Index

√

31

√

=

ATHEX ESG Index

NBG has been included in the ATHEX ESG Index for the 4th

consecutive year

.

ESG Index

√

32

√

=

26

Source:

https://www.msci.com/zh/esg-ratings/issuer/national-bank-of-greece-sa/IID000000002140784

.

27

Source: ICS Monthly Rating Notification, January 2024

28

Source: https://www.sustainalytics.com/esg-rating/national-bank-of-greece-sa/1008286353

29

Source:

https://www.cdp.net/en/responses/12781/National-Bank-Of-Greece?

30

Source: FTSE4Good Certificate of Membership, that National Bank of Greece is a constituent of the FTSE4Good Index Series following the FTSE4Good

Index Series based on the June 2023 review.

31

Source: https://www.bloomberg.com/company/press/bloomberg-2023-gei/.

32

Source: https://www.athexgroup.gr/company-profile/-/select-company/57.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

88

Notes:

(1)

MSCI ESG ratings aim to measure a company’s management of financially relevant ESG risks and opportunities, as well as its resilience to long-term ESG risks. MSCI

ESG ratings uses a rules-based methodology to identify industry leaders and laggards according to their exposure to ESG risks and how well they manage those

risks relative to peers. Companies are scored on an industry-relative scale of CCC to AAA (CCC, B, BB, BBB, A, AA, and AAA) across the most relevant key issues

based on a company’s business model. A rating of “A” indicates a better than average performance, in managing the company’s most significant ESG risks and

opportunities relevant to its industry peers.

(2)

The ISS Governance Quality Score provides a measure of governance risk, performance, disclosure and transparency in the areas of board structure, compensation

programmes, shareholder rights, and audit and risk oversight. The Environmental and Social Disclosure Quality Score provides a measure of corporate disclosure

practices and degree of transparency provided to shareholders and other stakeholders on environmental and social issues and indicators. The ISS uses ESG Quality

Score ratings within a scorecard ranging from 10 (worst) to 1 (best). An “Environmental” and “Social” score of “1” indicates an excellent ESG Data Quality Score. A

“Governance” score of “2” indicates a near excellent ESG Data Quality Score.

(3)

The world’s leading corporations and banks rely on Morningstar/Sustainalytics ESG Risk Ratings, to identify and understand the financially material ESG issues

(“MEIs”), that can affect their organization’s long-term performance. The rating offers clear insights into company-level ESG risk by measuring the size of an

organization’s unmanaged ESG risk and scores its ESG performance, on a scale of Negligible (0-10), Low (10-20), Medium (20-30), High (30-40) to Severe risk (40+).

It comprises three central building blocks: corporate governance, MEIs, and idiosyncratic issues (black swans) and it only considers issues which have a potentially

substantial impact on the company’s economic value.

(4)

A CDP score provides a snapshot of a company’s disclosures relative to its climate-related and environmental performance. CDP uses scoring methodology to

incentivise companies to measure and manage their climate-related and environmental impacts through one or more of its climate change, forests and water

security questionnaires. Scores range between D- to A (worst to best). A “C” score for “awareness” indicates that the company has proven recognition and

knowledge of the impact of climate change on its operation, as well as its own operation’s impact on the climate and the environment.

It is noted that CDP score

was based on data up to July 2023, therefore the enhanced disclosures from the ESG Report 2022, published on 31 October 2023, have not been taken into

account.

(5)

The FTSE4Good Index Series is designed to identify companies that demonstrate strong environmental, social and governance practices measured against globally

recognised standards.

Regulation & reporting standards

In accordance with the Articles 151 and 154 of Greek Law 4548/2018 as in force, the Bank is required to include in its Board of Directors

Report a Non-Financial Statement, aiming at the understanding of the development, performance, level and impact of the activities of

the Bank and the Group. In the context of the aforementioned provisions, the Non-Financial Statement includes the following sub-sections

per ESG pillar, Environment (‘E’), Society (‘S’) and Governance (‘G’), and based on the nine strategic themes:

Within the scope of the requirement for the disclosure of non-financial information, the Bank took into account international practices and

standards such as the Organization for Economic Co-operation and Development (“OECD”) Guidelines for Multinational Enterprises (2011),

the Global Reporting Initiative (“GRI”) Standards, the Sustainability Accounting Standards Board (“SASB”) Standards, the World Economic

Forum (“WEF”) standards, the ATHEX ESG Index, the Bloomberg Gender Equality Index (GEI) and the EU Guidelines on non-financial reporting:

Supplement on reporting climate-related information.

References required regarding NBG’s business model are available in section “

Economic and financial review – Business Overview

”.

Additionally, the Bank, acknowledging the importance and potential impact of the risks stemming from climate-related and environmental

factors, and aligning with the respective regulatory guidelines:

•

has incorporated them in the NBG Risk Taxonomy Framework and Risk Identification processes, by recognizing them as transversal,

(rather than stand-alone) risks, and considering them as drivers of existing types of financial and non-financial risks;

Environment

• Lead the market in

sustainable

energy financing

• Accelerate transition to a

sustainable economy

• Role-model

environmentally

responsible practices

Society

• Champion

diversity & inclusion

• Enable

public health & well-being

• Support

prosperity through

learning & digital literacy

•Promote

Greek heritage, culture

& creativity

•Foster

entrepreneurship &

innovation

Governance

• Adhere to the

highest governance

standards

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

89

•

has assigned clear responsibilities for the management of C&E risks within its organizational structure, cascading down through the Three

Lines of Defence, including dedicated Committees at the Board and management level (the Board Innovation and Sustainability

Committee and the ESG Management Committee, respectively);

•

has enhanced the materiality assessment processes relating to Climate and Environmental risks, including the incorporation of forward-

looking views; and

•

has Incorporated ESG risks/drivers in the Risk Management Framework and implemented enhancements per primary risk area, as follows:

–

developed the methodological approach to identify C&E risks and assess their materiality;

–

incorporated the assessment of ESG risks in its credit granting and monitoring process of the corporate portfolio;

–

introduced ESG related qualitative and quantitative risk metrics to the Risk Appetite Framework of the Bank;

–

aligned the Operational Risk Taxonomy and all other Operational Risk Programmes with the inclusion of ESG risks based on the

requirements set by the competent authorities;

–

incorporated Climate Risk Stress Test in the Bank’s Stress Testing framework;

–

leveraged on its existing Stress Testing processes and infrastructure and complied with the EU-wide Climate Risk Stress Test

submission requirements in terms of completeness and timeliness.

Moreover, the Bank has initiated multiple actions for the incorporation of climate-related and environmental risks in the overall Risk

Management Framework, and is committed to monitoring, assessing and managing these particular risks going forward, in line with

supervisory expectations. For further information, please refer to section “

Risk Management - Management of Risks -

Climate &

Environmental (C&E) risks

”.

This section covers mainly the Bank’s ESG performance, as the Bank is the principal operating company of the Group, representing 93.8% of

the Group’s total assets, excluding non-current assets held for sale, as at 31 December 2023. The activities of NBG subsidiaries are not

covered in this section.

The figures displayed regarding the financed and operating emissions are as at 31 December 2022 and are the latest available. Our progress

update in respect to figures as at 31 December 2023, will be disclosed in our NBG ESG Report 2023 in 3Q.2024.

A stakeholder focused approach

The Bank publishes its ESG Report on an annual basis, which provides information and is being evaluated by third parties and various Rating

Services, regarding the corporate social responsibility actions carried out. What shall be further noted is that the Bank applies the AA1000

Accountability Principles Standard (“AA1000 APS”) 2018, in order to include its stakeholders in the process of identifying, understanding and

responding to ESG issues. The AA1000 APS and the Guidelines of GRI Standards, are the basis for the Bank’s ESG Report.

Stakeholders

NBG’s stakeholders are comprised of persons and legal entities who influence and are influenced or are likely to be influenced by NBG’s

business decisions and activities.

The Bank applies specific procedures in order to identify its stakeholders. Accordingly, it recognizes the following basic groups as

stakeholders:

ESG Report external assurance

From 2010 onwards the

ESG Report

of the Bank obtains annually external assurance by an independent Assurance Provider

and

includes key performance indicators (“KPIs") for Sustainable Development and Corporate Responsibility.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

90

NBG communicates on a regular basis with each stakeholder group understanding the importance of this communication in obtaining the

necessary information to improve its actions.

Stakeholder engagement aims at identifying key topics and mutually acceptable solutions with mutual benefits through correct business

practices. The expectations of stakeholders, as well as the business environment in which the Bank operates, are constantly evolving.

Evaluating the key issues helps us to identify and prioritize the environmental, socio-economic and governance issues that are of highest

concern to stakeholders and the Bank. This process is carried out annually or no later than every two years and was last completed in May

2023. The main engagement channels and frequency of communication, as recorded and assessed by the Bank, in the context of

implementing the AA1000APS.v3 standard, are as follows:

Main stakeholder groups

Communication and engagement channels

Frequency of communication and engagement

Daily

Quarterly

Annually

Ongoing

basis

Ad hoc/On a

case-by-case

basis

Investors and Shareholders

Presentation of Financial Results

○

●

○

Annual and Interim Financial Report and

quarterly financial statements

○

●

○

Ordinary general meeting of shareholder

○

●

○

Customers

Satisfaction surveys

○

●

○

Contact centre

●

○

Sector for Governance of Customer Issues

(complaints)

●

○

Suppliers and partners

Evaluation process

○

●

○

Online participation in competitions

○

●

Supplier relationships / complaints

management

●

○

Business Community

(Business

Associations, Peers, Rating

Agencies/Analysts etc.)

Meetings

○

●

Conferences

○

●

Business organizations

○

●

Employees

Internal communication channels within the

Bank

●

○

Meetings and communication between

NBG’s employee unions and Management

○

●

Stakeholders

Investors and

Shareholders

Customers

Suppliers and

Partners

Business

Community

(Business

Associations,

Peers, Rating

Agencies/Analysts

etc.)

Employees

State and

Regulators

(i.e.,

Ministries, State

Bodies,

Regulatory

Authorities,

Intergovernmenta

l organizations)

Society –

Communities

(i.e. Media, NGOs,

Civil Society

Organizations,

Local Authorities)

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

91

Main stakeholder groups

Communication and engagement channels

Frequency of communication and engagement

Daily

Quarterly

Annually

Ongoing

basis

Ad hoc/On a

case-by-case

basis

Staff evaluation through Performance

Management System

○

●

○

State and Regulators

(i.e., Ministries,

State Bodies, Regulatory Authorities,

Intergovernmental organizations

)

Cooperation and consultation with

institutional representatives of the State, the

Bank of Greece and Regulatory Authorities

○

●

Society – Communities

Consultation with local representatives

○

●

Collaboration with local authorities

○

●

Sponsorship

○

●

○

Donations of goods

○

●

○

ESG Impact Analysis

Our process to determine material topics

The GRI materiality analysis, is a fundamental process towards shaping both our ESG Report, as well as fine-tuning our ESG strategy looking

at the ESG impacts of NBG’s activities. It is based on the notion of exploring and understanding the impact of NBG’s activities, in its socio-

economic environment.

In 2023, NBG conducted a new cycle of GRI materiality analysis, by adopting the updated methodology of the GRI Standards (2021), in order

to identify and prioritize the positive and negative impacts that the Bank has or may have (actual and potential impacts) on the environment,

people and economy as depicted in the diagram below:

Phase 1 - Understanding the organization’s context

We consider the high-level aspects of our activities and operation as a financial institution, including the sustainability in the context of the

Greek banking sector, our financing and investment activities, our business model and business relationships, as well as our stakeholders and

their expectations.

Additionally, we consider within our sphere of interest a range of matters driven by ESG Rating Agencies’ expectations and requests,

Investors’ and Analysts’ enquiries, our own employees’ voice, our customers’ evolving needs, as well as policy making, legal and regulatory

developments.

Phase 2 - Identification of impacts

The Bank identified both negative and positive impacts (actual and potential) on the environment, people and economy created by its

products and services, as well as its supply chain and operations, drawing upon the overview of the Bank’s organizational context and the

PRB Impact Analysis (specifically for the financial impacts arising from its Corporate, Business and Retail Banking portfolios). The results of

the PRB impact analysis exercise from its previous cycle were used initially, while in parallel after completing its UNEP FI PRB 2

nd

year Self-

Assessment & Progress Report and updating its PRB impact analysis using UNEP FI’s latest version (v3) impact analysis tool, the Bank revisited

the financed impacts results identified in the first place, with a view to validate and adjust them accordingly. The latest version (v3) tool

impact analysis results were in very close alignment to the results of the Bank’s initial approach. Specifically, the top identified impact areas

remained largely the same, between the previous and the latest PRB impact analysis cycles.

Phase 3 - Assessment of impacts' significance

To assess the significance of identified impacts, an on-line survey was carried out, completed by internal executive experts and

representatives of different external stakeholder groups.

Phase 4:

Prioritization

and validation

of impacts

Phase 3:

Assessment of

impacts'

significance

Phase 2:

Identification

of impacts

Phase 1:

Understanding

the

organization’s

context

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

92

The criteria for assessing positive impacts were the scale, scope and likelihood of them occurring (in case of positive potential impacts) and

the criteria for assessing negative impacts where the scale, scope, irremediable character and the likelihood of them occurring (in case of

negative potential impacts).

Phase 4 – Prioritization and validation of impacts

Following the completion of the assessment, the collected responses of the survey were analyzed, and the impacts were prioritized and

validated from NBG executives/experts (selected members of the ESG Management Committee) with close involvement and/or interest in

ESG, supported by an external advisor with expertise in ESG topics materiality assessment. The results were finally shared with stakeholders

and any concern raised was considered.

For more information regarding the ESG Impact analysis, please refer to Section 2.4 of NBG ESG Report 2022.

Our 7 material topics

The prioritized positive and negative impacts were mapped against the PRB Impact Analysis results, and the final impacts were grouped into

topics for the purposes of this Report as presented below:

Material ESG topics and impacts

Material

ESG topics

# 1

# 2

# 3

# 4

# 5

# 6

# 7

Climate

Circular

economy

Data

privacy

Finance

Socio-economic

impacts

Social

impacts

Biodiversity

Impact

included

•

Climate

stability/Air

•

Energy

•

Waste

•

Resource

intensity

•

Data

privacy

•

Finance

•

Socio-economic

convergence

•

Mobility/Infrastructure

•

Healthy economies

•

Housing

•

Health & safety

•

Employment

•

Soil

•

Waterbodies

•

Species/Habitat

ESG Strategy

NBG ESG strategy overview

ESG topics have evolved so fast and so dramatically, that they have inevitably become a focal part of banks’ strategic agendas. In this context,

banks acknowledge their role in accelerating the transition to a low-carbon world by supporting capital allocation to ‘green’ activities, while

also financing the transition of businesses and households to more sustainable models. NBG is attuned to this imperative with a heightened

sense of responsibility.

Since 2021, NBG has embarked on a holistic approach to ESG, defining, its ESG strategy in three pillars as set out below. These three pillars

are closely aligned with the Bank’s purpose to create a more prosperous and sustainable future together with its customers, people, and

shareholders. To this end, we formulated our Environment (‘E’), Society (‘S’) and Governance (‘G’) strategy in nine themes. These themes

stem from and reflect our recently revamped value system, align with selected UN’s Sustainable Development Goals (“SDGs”), and

complement the Bank’s overall business strategy and transformation, as well as our vision to become the undisputed

Bank of First Choice

in

Greece.

Our environment-related themes encapsulate our climate change actions, our portfolio and operations decarbonization strategy, all of which

we keep evolving, detailing, monitoring and adjusting on an on-going basis.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

93

Our ESG strategic themes are listed below:

ESG

pillars

ESG strategic themes

ESG commitments

Our core

values

UN Sustainable Development

Goals (SDGs)

Environment

Lead the market in

sustainable

energy financing

Lead the development of the

renewable energy

sector

Responsive

Growth

catalyst

Pioneer

sustainable bond issuing

in the Greek market

Accelerate transition to a

sustainable economy

Support

green transition

of corporates

Lead

green retail financing

&

sustainable investments

Role-model

environmentally

responsible practices

Establish a

carbon neutral

NBG footprint

Protect

biodiversity

and

ecosystem health

Society

Champion

diversity

&

inclusion

Establish

equality

in the workplace

Human

Promote

inclusion

in the society

Enable

public health & well-

being

Protect the

health and family life

of our people

Enable

public health, well-being

and

sports

Promote

Greek heritage, culture

&

creativity

Lead the preservation of

Greek cultural heritage

Promote

contemporary Greek culture

and

creativity

Foster

entrepreneurship &

innovation

Foster

entrepreneurship

and

innovation

Motivate

public contribution

to new projects

Support

prosperity through

learning & digital literacy

Encourage

lifelong learning

in and out of the

workplace

Champion

digital literacy

across age groups

Governance

Adhere to the

highest

governance standards

Ensure

best-in-class corporate governance

Trustworthy

Ensure

transparency in disclosures

and

reporting

Principle of prevention

NBG takes into account the principle of proactive prevention in its business planning, in developing new products and in its ﬁnancing decision-

making process. Furthermore, NBG undertakes proactive measures, adopting the key principles of the applicable legal and regulatory

framework, committed to reducing any adverse impact on the environment arising, primarily, from its financing and investment activities,

as well as from its own operations. The Bank has established the ESG Management Committee, which contributes to the governance of

multiple aspects of the Bank’s ESG strategy and its implementation. The ESG Management Committee’s purpose is to continuously promote

sustainable development and to ensure the effective management of the ESG themes and sustainable financing initiatives, while taking into

account best practices according to international treaties and developments. For more details regarding the ESG Management Committee,

please refer to section “

Corporate Governance Statement – Management, administrative and supervisory bodies of the Bank – Executive

Committees - ESG Management Committee

”.

NBG Group Sustainability Policy

Last updated:

2021

Available on our website:

https://www.nbg.gr/en/group/esg/environment/sustainable-development-policy

NBG constantly seeks to ensure that its contribution substantially and positively impacts the Greek economy and society. The Bank aims to

create positive economic and social impacts for its Stakeholders and more broadly for the economies and societies where it operates, through

its activities (i.e., the provision of financing, products and services), its role as an employer, as well as the deployment of its Corporate Social

Responsibility ("CSR") actions.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

94

Towards this direction, we have adopted a NBG Group Sustainability Policy (“Sustainability Policy”), which defines our actions and contributes

to the optimal management of the Bank’s and the Group's economic, environmental, social and governance impacts.

The Sustainability Policy adheres to the requirements of the applicable legislative and regulatory framework, as well as international practices

included in international conventions and initiatives and aiming at sustainable development, corporate social responsibility and business

ethics.

Specifically, the Sustainability Policy is based on:

1

The applicable legislation on sustainable development, sustainable and responsible financing / investment, management of

environmental, social and governance risks, sustainable governance and transparency;

2

The relevant recommendations and decisions of European and international institutions;

3

The 17 Sustainable Development Goals (SDGs) set by the United Nations;

4

The UNEP FI’s Principles for Responsible Banking;

5

The Precautionary Principle, as formulated by the UN in accordance with the proclamation of the Rio Authority for

Environment and Development (Precautionary Principle - Principle 15 of ‘The Rio Declaration on Environment and

Development’);

6

The Principle of Materiality, as set out in line with GRI Standards, by which the Group is committed to prioritize, with the

participation of its stakeholders, at least every two years the most important economic, social and environmental impacts it

creates; as well as all the other GRI Principles for defining sustainability reports’ content and quality;

7

The 10 Principles of the United Nations Global Compact;

8

The Task Force on Climate Related Financial Disclosures (“TCFD”) recommendations.

Fully aware of the significance of our role in contributing to sustainable development, the purpose of the Sustainability Policy is to set the

framework for the development of actions that assist in the management of economic, environmental, social and governance impacts of the

Bank and the Group and mainly lead in:

i

Reducing and, where possible, offsetting our environmental impacts, including those related to climate change, as such arises

from the financing of our customers' activities, as well as from the operation of NBG itself (including energy consumption of

buildings).

ii

Generating long-term value for our Stakeholders, the economy at large and the communities where all our Group companies

operate in Greece and abroad.

iii

Undertaking initiatives and innovative actions in the fields of Corporate Governance, Corporate Social Responsibility and

Business Ethics, in addition to ensuring compliance with the current legal and regulatory framework for these issues, thereby

contributing to our vision of making NBG the Bank of First Choice;

iv

Protecting the reputation and reliability of the Group and the cultivation / strengthening of our renewed value system.

NBG Group Sustainability Policy is communicated to its employees through various environmental awareness announcements through NBG’s

internet/intranet. For more information, please see our website.

Our pathway to Net Zero

Climate change

A key principle in the Bank's philosophy, is to address the challenges of climate change, for the benefit of our stakeholders who trust its

brand and reputation. In this context, the Bank promotes the concept of sustainable development and corporate social responsibility, takes

over important initiatives, and completes projects with positive environmental impact.

Recognizing climate change as a major environmental challenge of our times, the Bank is committed to identifying and reducing any adverse

impact on the environment arising primarily from its financing activities, but also from its own operations and infrastructure.

At the same time, the Bank aims at promoting circular economy, reduced dependency on natural resources and supporting environmentally

sustainable practices. To this end, NBG pledges to tackle climate change and drive positive environmental impact in the following ways:

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

95

Our pathway to Net Zero

We recognize that the most significant part of our impact on climate arises from the financing we extend to our clients. Therefore, following our

baselining exercise conducted in 2022, the most complete and comprehensive emissions measurement we have achieved so far, we are now

taking the next step to disclose our first set of Net Zero targets. In doing so, we aim to actively support the decarbonization policy agenda and

play a pivotal role in channeling capital flows towards the transition of key sectors of the Greek economy, in the short-, medium- and long-term.

Specifically, we have identified and disclosed our Net Zero targets for 2030, based on the NZBA Framework, for some of the most carbon-

intensive and, therefore, most relevant and impactful sectors and portfolios. We approach our target-setting process on a sector/portfolio

basis, in order to factor in specific elements of the climate transition, and we adhere to proven industry standards (e.g., NZBA, PCAF) and

accredited science-based decarbonization scenarios, in line with a 1.5 degrees Celsius objective by 2050. Notably, since October 2023, the

Bank has become a member of the NZBA, joining the ranks of more than 140 banks globally, which have already committed to reaching Net

Zero emissions by 2050, a common pledge of the Alliance. The commitment to NZBA represents a major step in the Bank’s effort to promote

sustainable financing and fight against climate change, assisting the real economy in transitioning to a net-zero state.

At the same time, the Bank is actively pursuing the adoption of environmentally responsible practices, including the decarbonization of its

own operations, following a Science Based Targets initiative (SBTi) endorsed approach.

Our targets on Financed Emissions and on Own Emissions are in line and reflect our three Environment-specific strategic themes (sustainable energy

financing, transition to a sustainable economy, responsible own practices) and their pursuit will be instrumental in the implementation of our strategy

and our business plan, with future disclosures and respective monitoring holding us accountable on its delivery.

For more details of NBG’s approach to derive, substantiate, and disclose its Net Zero targets, please refer to NBG’s ESG Report 2022 at

https://www.nbg.gr/-/jssmedia/Files/Group/esg/ESG_Annual_Reports/nbg-esg-report-2022-en.pdf. More specific, on pages 108-116

provide detail about the methodologies used (including sector-specific, science-based pathways chosen) and assumptions made in the

process of setting each target, as well as the perimeter of activities covered and entities performing such activities in each sector of interest.

The Bank has purposefully chosen to address both its own operations and its value chain in its target-setting.

Support the green

transition of our economy

Reduce our own operations'

enviromental and carbon

footprint

Embed climate & environmental

considerations in risk

management, in line with

supervisory expectations

Publsh NBG’s Sustainable Bond

Framework and commit to

Responsible financing and

investing

Adhere to the 1.5 degrees

Celsius scenario by setting our

Financed and Operational 2030

targets and monitoring their

pursuit going forward

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

96

Net Zero, interim 2030 targets

Our financed emissions targets

The following table outlines our financed emissions 2030 targets, together with key aspects and methodological choices made to derive them

by sector.

Power

Generation

Oil & Gas

Cement

Aluminium

Commercial

Real Estate

(CRE)

Residential

Real Estate

(RRE)

Exposure measured

(€ million)

1,483

1,029

50

43

1,441

6,298

Scope Coverage

Scope 1, 2

Unit of measurement

kgCO

2

/MWh

Indexed, tCO

2

of 2022 = 100

tCO

2

/tcementitious

tCO

2

/taluminium

kgCO

2

e/m

2

kgCO

2

e/m

2

Reference

Scenario/Pathway

IEA NZE 2050

MPP

CRREM Greek

1.5°C scenario

CRREM Greek

1.5°C scenario

Baseline Year

2022

Baseline Value

169

100

0.71

11.2

83

29

2030 Target

120

70

0.52

3.9

30

16

2030 vs. Baseline Delta

-29%

-30%

-27%

-65%

-64%

-45%

By their very nature, these targets are both measurable and time-bound, even if the exact trajectory for meeting them might not be in all

cases a direct straight line. Moreover, they are reflective of the Bank's commitment to mitigate climate-related transition risk, while at the

same time, to make them attainable, the Bank will need to mobilise its internal resources and its clients alike to embark on transformative

actions (e.g., adapting business models, production processes, offering, etc.), which are bound to have a positive impact on society and the

environment.

Our Operational emissions targets

Area

Scope

Coverage

Unit of measurement

Methodology & Tool

used

Baseline

Year

Baseline

Value

2030 Target

2030

vs. Baseline

Delta

Bank’s

Operations,

direct control

Scopes

1 & 2

Absolute emissions,

tCO

2

e

SBTi Absolute

Contraction

approach and Target

Setting Tool (Scopes

1 & 2)

2021

2,605 tCO

2

e

1,381

tCO

2

e

-47%

Applying the SBTi straight-line absolute contraction approach, we are faced with an abatement requirement of 1,224 tCO2e vs. a 2021

baseline of our Scope 1 & 2 own emissions. We are well positioned to close this ‘gap’ via a combination of levers, involving our near-term

real-estate presence optimization plan, usage of more environment-friendly refrigerant materials, and significant upgrades in the heating

and cooling systems of our buildings. As an additional lever, we are in the process of transitioning our car fleet to hybrid and electric vehicles.

It is noted that the Bank sources 100% of consumed electricity from Renewable Energy Sources (RES), based on Guarantees of Origin (GOs)

received from its main electricity provider. As a result, applying the market-based approach, Scope 2 emissions are already reduced to zero

and hence our target reduction essentially corresponds to Scope 1 emissions reduction. The Capital expenditures (“CapEx”) required for

building upgrades implementation, mainly driven by large-scale interventions, is estimated in the area of €2-3 million (depending on

combination of specific interventions, as well as economies of scale on the part of contractors - tenders underway) and is already factored

in our three-year Business Plan.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

97

The road ahead

As the demand for ‘green’ finance grows, there continues to be a worldwide increased focus and attention from the investment community

on climate and environmental issues. Stakeholders realize that sustainability performance is a critical enabler and driver of companies’

financial performance, and acknowledge that firm-specific, climate-related, transition risks will play a critical role in organizations’ financial

stability going forward. Responding to this increased demand for transparency and accountability, NBG plans to meet these expectations by

enhancing its reporting mechanism, and also by communicating ESG practices and initiatives to its stakeholders.

In Greece, financial institutions are uniquely positioned to facilitate the country’s ambition to reach net zero by 2050, through channeling

financing to ‘green’ activities and to firms transitioning to decarbonization. NBG is attuned to this imperative with a heightened sense of

responsibility, taking numerous initiatives to incorporate ESG in its commercial activities, operating model, risk management, and controls

framework, for instance by enhancing its lending policies to further account for environmental risks and avoid financing projects that have a

significant negative impact on climate, biodiversity, or local communities, while at the same time, exploring business opportunities in C&E

areas, such as developing innovative financing solutions and/or ecosystem-partnerships to support the transition of households and small

businesses to more sustainable models.

Following the disclosure of its science-based financed emission targets for six of the most carbon-intensive portfolios, NBG has embarked on

a transformation journey that will lead from its baseline to its ambitious 2030 interim Net-Zero targets. This journey will entail a series of

initiatives and targeted interventions in the involved portfolios, which will be road mapped in adequate detail and submitted to the Net-Zero

Banking Alliance, per the Bank's obligation, as a member with disclosed targets, in the 2H.2024. While doing so, the Bank is committed to

closely monitor and provide annual progress updates reflecting any material changes in the underlying data, estimation methodologies and

decarbonization pathways. From a risk management perspective, and in relation to on-going monitoring, NBG has enhanced its Risk Appetite

Framework (see section “

Risk Management - Climate & Environmental (C&E) risks

”) by including a considerable number of indicators with

threshold (limit), which address ESG/C&E risks, including strategic considerations; in addition, also set monitoring indicators to provide a

more complete view of C&E risks-drivers.

Looking ahead, NBG aims to enhance its future reporting and disclosure updates, by setting Net-Zero targets for the remaining key sectors

of its lending and investment portfolios and committing these targets to global initiatives such as NZBA. Placing C&E in the epicenter of its

strategy, the Bank will continue and deepen the integration of ESG, across every aspect of its business model, in order to meet shareholders’

expectations and lead Greece’s effort towards a low-carbon world.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

98

Our ESG disclosures

Environment

Environmental impact and our approach

A key principle of the NBG Group's philosophy is to operate

effectively, in a timely and decisive manner, focusing on its long-

term sustainability and growth, ensuring sustainable development

through innovative ideas and breakthrough solutions, while

contributing to addressing the challenges of climate change for the

benefit of all stakeholders who trust its brand and reputation.

At the same time, the Bank aims at promoting circular economy,

reducing dependency on natural resources and supporting

environmentally sustainable practices.

Environmental impacts of financing activities

NBG environmental footprint, mainly derives from the activities

facilitated through the provision of financing. Activities financed

by the Bank, may lead to negative impacts in terms of increased

GHG emissions, resource depletion, biodiversity loss, pollution

etc., or to positive impacts in terms of supporting climate change

mitigation, energy consumption reduction and efficiency and

reduction/elimination of air pollutants etc.

In line with our three Environmental strategic themes for leading

sustainable energy financing, accelerating sustainable transition

and role-modeling environmentally responsible practices, we:

•

focus

on

implementing

our

overarching

climate

and

environmental strategy (as an integral part of our overall ESG

strategy), by promoting sustainable finance, investments, as

well as "green" banking solutions, and by offering products

and services that mitigate climate change, and contribute to

environmental protection and sustainable development;

•

have

enhanced

our

lending

policies

and

processes,

incorporating environmental (including climate change), social

and governance risks into the credit assessments for corporate

clients, both at an obligor and at a transaction level, the latter

performed with reference to NBG’s Sustainable Lending

Criteria that are aligned with the currently available technical

screening criteria for the first two environmental objectives of

the EU Taxonomy and with the Sustainability-Linked Loan

Principles (“SLLP”);

•

put emphasis on integrating climate-related environmental

factors, as prescribed by relevant regulatory requirements and

best market practices, into its risk management, reporting

framework

and

governance

model,

strengthening

the

identification, monitoring and mitigation of climate and

environmental issues.

Environmental impacts of internal operation and

infrastructure

The Bank commits to reduce the environmental footprint and the

associated impacts (including on climate, water, air, land,

biodiversity, use of resources) resulting from its own operation

and management of its infrastructure. In this context, priority

issues are:

•

Improving the energy efficiency of its buildings.

•

Conservation of natural resources and energy.

•

Renewable energy sourcing.

•

Efficient management of paper and solid waste.

•

Rationalization of business-related travel and encouraging the

use of public transport.

•

Enhancement of the staff’s environmental awareness.

•

Compliance with environmental legislation.

•

Deployment of environmental standards in the procurement

process

(including,

inter

alia,

more

in-depth

supplier

assessment).

Actions taken and progress

In

2023,

the

Bank

undertook

important

initiatives

and

implemented projects with positive actual and potential impact.

Specifically, the actions taken per Environmental Strategic

Themes, are:

Leading the market in

sustainable energy

financing

2023 Highlights:

•

€1,981 million

outstanding balance in Renewable Energy

Sources (“RES”) financing as at 31 December 2023

•

€1,239 million

credit approvals for participation in

financing RES investments up to 2023

•

58 RES projects

financed via NBG’s first Green Senior Bond

issued in 2020 (€500 million), having reached full proceeds

allocation

•

Acted

as Coordinator & Mandated Lead Arranger for

pioneering financing framework agreement of

up to €766

million

with Helleniq Energy

•

Issuance of first

Sustainable Bond Framework

in Greece,

with positive second party opinion from Sustainalytics.

Supporting the renewable energy sector

By successfully implementing the strategic direction of NBG’s

Corporate banking towards being the “Bank of first choice” in the

energy sector and leader in RES financing in Greece, for yet

another year the Bank contributed to the country’s efforts to

improve its environmental footprint by financing RES projects.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

99

In 2023, our activity regarding the participation in financing RES

investments are as below:

Credit approvals for participation in financing RES investments

(€ million)

Type of projects

2022

2023

Wind energy projects

484

634

Solar energy projects

373

585

Hydroelectric projects

8

20

Others (detailed by category, e.g.,

Biomass, Biogas, Geothermal, etc.)

2

1

-

Total

867

1,239

1

For 2022, the value presented in “others” category concerns biogas.

RES credit approvals and disbursements have been assisted by the

popularity

and

the

favorable

characteristics

of

the

RRF

programme, for which RES investments are fully eligible under its

“Green Transition” pillar. During 2023, several RES investors took

advantage of the RRF programme and chose to combine a fixed

rate, low interest RRF loan with an NBG loan with commercial

terms, for the financing of their RES investment plans.

As discussed above, through its UNEP FI PRB Signatory role and

target-setting, NBG has committed in 2021 to €600 million RES

disbursements for the period 2022-2025, a target on which the

Bank remains well on track.

In this context, NBG by leading franchise in Greece for RES

projects; in July 2023, acted as Coordinator & Mandated Lead

Arranger for a pioneering financing framework agreement of up to

€766 million, with Helleniq Energy, for the implementation of

multiple financing arrangements of existing and new projects

(Project Finance), for electricity generation from Renewable

Energy Sources - RES (photovoltaic and wind parks).

NBG’s Green Bond

NBG's inaugural Green Senior Bond amounting to €500 million,

issued in October 2020, was the first Green Bond by a Greek bank.

The issuance attracted a diverse pool of investors and high-quality

accounts, with approximately 30% of the allocations, placed by

investors highly committed to responsible investing.

In 2022, the selection of eligible assets for the final allocation of

proceeds (representing the remaining €153 million or 30.6% of the

total €500 million proceeds) was completed, achieving full

utilization, by financing a total of 58 RES projects across the

country.

All the proceeds have been used to finance or refinance eligible

assets, new or existing loans and/or investments in equipment,

development,

manufacturing,

construction,

operation,

distribution, and maintenance of Renewable Energy ("Eligible

Assets") from the generation sources, namely: onshore wind

energy, solar thermal energy and small hydro projects (<20 MW).

The dedicated NBG’s Green Bond Framework Committee ensures

the

proper

implementation

of

evaluating,

validating

and

monitoring the Eligible Assets, by reviewing and approving their

eligibility, and monitoring their state and impact, throughout the

duration of the Green Bond.

For more information, please refer to the Bank’s Green Bond

Allocation and Impact Report issued in July 2023 which is available on

the website

(https://www.nbg.gr/-/jssmedia/Files/Group/enhmerwsh-

ependutwn/national-bank-of-greece-green-bond-final-allocation-

and-impact-report.pdf?rev=73aae8f76e644380b54fec414cd8e4f2).

Climate-related Green Bond Ratio: 40.2%

Sustainable Bond Framework

Following the final allocation of NBG’s Green Bond proceeds, a

Sustainable Bond Framework has been developed to be used as

our overarching governance framework for any future issuance of

Green, Social and other Sustainability-labeled products or financial

instruments. This Sustainable Bond Framework builds on the

eligibility criteria previously used in NBG’s Green Bond Framework,

expands its applicability to additional green and new social eligible

categories, and further aligns with latest market best practices in

the fast-evolving field of sustainable financing and investing.

NBG’s goal is to further promote energy financing by leading

regional RES projects, offer sustainable solutions to small

businesses, alongside innovative products that will facilitate

energy transition, as well as to channel funds to disadvantaged

social groups.

Accelerating transition to

a sustainable

economy

2023 Highlights:

•

Continued the

responsible financing

of Corporates

with

outstanding balance as at 31 December 2023:

-

€918 million

in RRF loans contracted, of which €527

million under Green Pillar

•

Continued the

responsible financing

of retail banking

customers and small businesses

with outstanding balances

as at 31 December 2023:

-

€76 million

in green small business loans

-

€66 million

in green housing related loans

-

€27 million

in financing the purchase of new hybrid

technology cars and electric vehicles

•

Measured the

financed emissions

in 2022 (used as a

baseline) for the sectors: Power Generation, Oil & Gas,

Cement, Aluminium, Commercial Real Estate (CRE),

Residential Real Estate (RRE)

•

Methodology for the measurement of

financed emissions

,

fully in line with PCAF

•

First set of

Net Zero targets

disclosed (for 2030).

The Bank promotes ethical and sustainable banking solutions by

financing environmentally friendly activities or companies where

their

activities

demonstrate

environmental

and

social

consciousness.

The Bank does not finance any activities banned by EU regulations,

such as trade in protected wild fauna, production and trade of

radioactive materials and chemicals that have been banned by

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

100

international protocols, transportation and release of genetically

modified products into the natural environment, etc. In this

context, the Bank has incorporated the assessment of ESG risks in

its Credit Granting & Monitoring Process of the corporate

portfolio. Therefore, documentation and tools (i.e., ESG Process

Guidelines, User Manuals, ESG Scoring Methodologies, ESG

specific Scorecards) have been developed and are used by the

corporate underwriters, in order to assess and classify obligors and

transactions in terms of ESG related risks and sustainability lending

criteria. Regarding the incorporation of ESG risks in Credit Risk

Management

Framework,

please

refer

to

section

“

Risk

Management – Climate & Environmental (C&E) risks

”.

The Bank also takes into account assessments and studies by

authorities and independent bodies specialized in the evaluation

and supervision of environmental related risk.

Supporting green transition of corporates

Recovery and Resilience Facility (RRF) projects

As

part of supporting the sustainable economy transition, the Bank

has established the "Ethniki 2.0" Programme, in alignment with

the "Greece 2.0" Programme, which includes funding of green

transition opportunities.

Financing, under the “Greece 2.0” Programme, is conducted

through the resources of the RRF, amounting to over €31 billion,

which are channeled through grants or loans under favorable

terms applicable to eligible investment plans. RRF's lending

programme holds resources of €12.7 billion, to be made available

through the domestic financial system and European financial

institutions. NBG actively supports the “Greece 2.0” Programme

and works with the Fund to allocate RRF loans to eligible

investment plans. At least 30% of the total eligible cost of the

investment plan will be co-financed from NBG.

The eligible investment plans must fulfil the criteria of at least one

of the 5 Pillars of the RRF loan program: (a) Green Transition, (b)

Digital Transformation, (c) Innovation, research and development,

(d) Development of economies of scale through partnerships,

acquisitions and mergers, and (e) Export orientation. In addition,

all RRF-financed projects undergo a “Do No Significant Harm”

(“DNSH”) assessment, to ensure that the implementation of the

projects does not adversely affect the EU environmental

objectives.

RRF defines strict criteria to classify some expenses, included in an

investment plan, under one of the 5 Pillars of the RRF loan

programme. As such, investment plans may contribute to the

Pillars in different percentages (% of the total investment plan).

Several of

the deals already signed, contribute fully to the Green

Transition Pillar of the RRF, indicatively several solar and wind RES

projects, of both small (less than 1 MW) and large size, or partially,

indicatively the financing of the development of low energy

consumption stores of a major retailer.

By year-end 2023, we had a significant share of c. €0.9 billion in

RRF loans, over half of which under the Green Transition Pillar.

Sustainable investments

NBG within the context of enhancing financial support for

investments that work towards attaining climate action objectives,

launched in collaboration with the European Investment Bank

(“EIB”), the programme

“NBG Loan for Green Investments II”

with

a total budget of €300 million, for the financial support of small

and Medium-Sized Enterprises (“SMEs”), as well as Mid-cap

Companies (“MidCaps”) located in Greece, which contribute to

green objectives and promote youth employment, under the EIB’s

“Skills and Jobs - Investing for Youth (Jobs for Youth)” initiative,

providing finance of up to €12.5 million with favorable terms.

“NBG Loan for Green Investments II” is the fourth programme that

NBG implements during the last two years in collaboration with

the EIB, offering in total €550 million for the financing of green

investments, such as the production of solar or wind energy,

production of biomass, biogas or other forms of RES, for the

development of new green projects.

Moreover, NBG in collaboration with EIB, launched the "

NBG Loan

for Entrepreneurship & Social Impact

" programme, with a total

budget of €400 million, for the financial support of Greek SMEs and

of Mid-Caps, which promote youth employment within the

framework of the EIB's "Skills and Jobs - Investments for Youth

(Employment for Youth)" initiative, as well as encourage support

for women's empowerment in the workplace, in line with the EIB

group's strategy for Gender Equality and Women's Economic

Empowerment, providing finance of up to €12.5 million with

favorable terms.

Shipping Finance

As discussed in section “

Economic and financial review – Business

Overview – Corporate and Investment Banking – Shipping

Finance

”, the Bank has traditionally provided long-term financing

mainly to shipping companies of the dry bulk and wet bulk sectors

for over 60 years, while gradually expanding on a selective basis to

more specialized markets (such as gas carriers, containerships, car

carriers), with a consistent view to asset quality, risk management

and enhancement of the portfolio’s profitability.

2023 was an overall resilient and healthy year as several events

affected

international

shipping

business,

reshuffling

major

shipping routes and disrupting supply chains. The continued

Russia-Ukraine war, the Red Sea crisis and the Panama Canal

drought, all led to longer trade routes and port congestions. In

parallel, the global transition to “greener shipping” (through

regulations driven from International Maritime Organization

(IMO) and EU), has brought about a manageable pace of growth in

the vessels’ supply. In a global environment of high inflation and

high interest rates, the Bank steadily expanded its customer base

and balances, while further leveraged the potential of its existing,

high-quality

clientele.

The

Bank

closely

monitors

the

environmental

aspects

and

the

developments providing relative products to serve the clients’

needs in the transition to sustainable shipping.

Green banking products for retail banking customers and

small businesses

ESG oriented lending products

The Bank continued to offer in 2023 green banking products, that

have gained traction, as energy efficiency solutions and related

home energy upgrades are currently in the epicenter of demand

contributing to environmental protection:

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

101

Individuals:

"EXOIKONOMO – AUTONOMO" & “EXOIKONOMO 2021” State-

driven programmes:

Loans for home energy efficiency improvements with 100%

subsidy of interest rate and zero fees. The outstanding balance

of all “EXOIKONOMO” programmes as at 31 December 2023,

amounted to €45 million.

“Estia Green Mortgage Loan”:

Loan for the purchase, repair or construction of energy

upgraded homes with Energy Performance Certificate ("EPC")

category B and above. The outstanding balance as at 31

December 2023, amounted to €21 million.

Consumer loans for:

•

energy improvements

at home or purchase of energy-

saving products on favorable financing terms. The

outstanding balance as at 31 December 2023, amounted

to €1 million (including photovoltaic).

•

financing the purchase of new

hybrid technology cars and

electric vehicles,

under favourable terms and conditions

.

The outstanding balance as at 31 December 2023,

amounted to €27 million.

2024 Priorities:

“EXOIKONOMO 2023” & “EXOIKONOMO-ANAKAINIZO" State-

driven programmes:

NBG participates in the new subsidized “EXOIKONOMO 2023”

programme, as well as in the new subsidized/co-funded

“EXOIKONOMO-ANAKAINIZO”

programme,

regarding

residential energy efficiency improvements and renovation

works. Loan disbursements of these programmes are set to

start in 2024.

European Investment Fund ("EIF")

-

Sustainability

Loans:

NBG will participate in the guaranteed scheme of the EIF for the

disposal of green consumer loans with favorable terms, aimed

at funding home energy efficiency improvements or the

purchase of electric vehicles.

Small Business:

Installation of Photovoltaic Systems

:

•

the Bank offers a dedicated product for the installation of

solar panels for green energy production, with favorable

interest rate and reduced expenses.

Other “green products” in collaboration with State and

European Institutions:

•

Green Co-Financing Loans (i.e., Green Mobility Loans,

Loans for Energy Upgrade of Buildings, Loans for

Renewable Energy) programme: Investment loans with

favorable terms for investment plans in green transition

projects. With the Hellenic Development Bank SA (“HDB”)

co-financing and the EIB's participation in this programme,

a significantly lower interest rate is offered. An additional

benefit is the further subsidization of the interest rate for

the funds financed by the Bank by 3% for the first 2 years

of the loan.

•

Green Investments II programme in cooperation with the

EIB

:

Funding programme for the implementation of

investment projects for generating energy from RES,

offering a financial bonus by 0.25% (or 25 bps) reflected in

the interest rate at a discount compared with the annual

interest rate charged by NBG on similar loans without the

participation of the EIB. Furthermore, if the beneficiary

meets the eligibility criteria for participation in the “Jobs for

Youth Initiative”, an additional financial bonus is offered, in

the form of an interest rate reduced by 0.20% (or 20 bps)

compared with the annual interest rate, charged by NBG on

similar loans, without the participation of the EIB.

2024 Priorities:

•

Small Business loans with ESG criteria:

On 22 December 2023, the Bank signed an agreement with EIF

in order to grant loans with favorable terms guaranteed by EIF,

via sustainability product of INVESTEU (either for final

recipients that satisfy a Sustainable Enterprise Criterion or to

businesses implementing Green Investments (i.e., renewables,

energy efficient buildings, zero emission mobility, etc.)).

ESG oriented mutual funds:

NBG includes in its

investment offering,

ESG oriented

investment options, consisting inter alia of two NBG own DELOS

fund of funds (Best Yellow ESG and Best Red ESG) and Third-

Party Mutual Funds (Undertaking for collective investment in

transferable securities (UCITS)).

Role-modelling

environmentally responsible

practices

2023 Highlights:

•

Net

zero

own

emissions

targets

,

with

continuous

reduction in energy consumption and operational carbon

footprint.

Energy consumption and energy management

Effective

energy

management

and

reduction

in

energy

consumption in our buildings are significant components of our

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

102

actions as reflected in our

Sustainability Policy and our

implemented Environmental Management System. To this end, we

continued in 2023 to improve the energy efficiency of buildings,

heating/cooling systems, lighting and equipment.

Additionally, the Bank’s primary objective is the ongoing reduction

of the environmental footprint (encompassing both direct and

indirect CO

2

emissions) across its operational infrastructure. This

is achieved through the diligent execution of a diverse range of

actions focusing on the improvement of the energy efficiency in all

its facilities. Over the last 8 years, the Bank has embraced

environmentally friendly practices and has integrated innovative,

"green" technologies for its lighting and climate control purposes.

These actions include -among others- the substitution of high-

consumption boilers with energy efficient heat pumps, the use of

LED lights in its buildings (across indoor and outdoor areas) and

the attainment of "LEED" certification for the Gerakas building

complex. In addition, the Bank has installed energy meters 49 of

its buildings, while, at the same time it implements energy

efficiency upgrades across its entire real estate portfolio.

It is worth noting that, the Bank has installed solar panels for net

metering in 3 of its buildings, while in 2021, it proceeded to the

installation of solar panels system in Pronomiouhos Single

Member S.A. ("PAEGAE") Logistics Center in Magoula, which

started its operation in the beginning of 2022.

In 2022, NBG avoided 1,054 tCO

2

emissions

33

, through production

of electrical energy from solar panels operating in four of its

buildings (corresponding to 2,510,619 kWh sold to the grid

through net metering).

Mainly due to a series of energy saving actions, in 2022, NBG’s

total energy consumption

34

was 185,252,598 MJ, reduced by 7.9%

compared to 2021 (201,175,135 MJ) and by 5.3% in 2021

compared to 2020 (212,498,242 MJ). It is noteworthy, that NBG

has achieved a 25% reduction of its energy consumption from

2018 to 2021. In the context of Net Zero Targeting 2030, a target

of CO

2

emissions reduction of 57% until the end of 2028 has been

set, with 2021 as a baseline.

Energy efficiency actions during 2023

In 2023, the Bank continued its effort to reduce direct and indirect

energy consumption and CO

2

emissions by taking measures aiming

at:

Buildings:

•

NBG

premises

certification,

according

to

Energy

Management Standard ISO 50001:2018.

•

Reduction of air conditioning operating hours (heating-

cooling

ventilation)

in

the

administration

buildings,

depending on the use of the building.

•

Rational use of natural ventilation, especially on days when

the weather conditions are unfavorable (intense cold or

heat).

•

Implementation of the "Building Energy Management

System ("BeMS") installation in Karatza Headquarters

Building" project.

33

Calculated based on relevant emission factor, sourced from the

National Inventory Report (NIR) 2022.

•

Further progress for the LEED certification of the Karatza

Headquarters building.

•

Design

for

the

"Energy

Efficiency

proposals

implementation in the Aiolou 86 Complex".

•

Implementation of the "Expansion of the solar panels

installed in PAEGAE Logistics Center, in Magoula Attica for

Net

Metering

use"

project

(0.5MWp,

0.77GWh/y

estimated produced energy). The connection to the

Hellenic Energy Distribution Network Operator (HEDNO)

grid is expected within 1H1.2024. The PV installation will

cover 70% of PAEGAE’s total energy consumption,

compared to 50% currently.

•

Tender request for the “Replacement of Boilers with Heat

Pumps in Buildings”.

Noteworthy ongoing projects:

•

The feasibility study of a large-scale energy efficiency

retrofit project.

Lighting:

•

Installation of additional energy savings equipment such as

lighting sensors etc.

•

Modification of external and internal lighting operation

during the night. Specifically: Modification of the lighting

operation during the night hours in Administration

buildings and in Branches.

•

Rationalization of artificial lighting and its deactivation

after the end of the workday and the departure of the

employees.

Equipment/ Other:

•

Acquisition of new and upgrading of existing equipment.

•

Streamlining corporate travel operations.

•

NBG received Guarantees of Origin, certifying that 100% of

the electricity supplied by its main provider, in 2023,

derived from Renewable Energy Sources.

•

Following the installation of electric car charging points’

installation in 7 main buildings (Gerakas, Athinon Ave.,

Peiraios 74, Syngrou 174, Syngrou 377, Akadimias 68,

Aiolou 86), within 2023 charging points were installed in 2

more buildings (Thessalonikis 125, Kifisias 178).

Company cars:

As at 31 December 2023, the Bank had 309 company cars

(diesel and petrol), 150 of which were electric/plug-in hybrid.

During the year, the Bank proceeded with the renewal of its

fleet with vehicles of the latest, environmentally friendly

technology and increased them by 41.5%. End of January 2024,

NBG’s achieved its target for the renewal of c.50% of its fleet

with electric/plug-in hybrid cars (49.8%).

Energy Management Strategy

Energy efficiency of buildings is an important part of NBG’s

environmental policy and sustainable development strategy. The

Bank aims to promote energy and resource efficiency and use of

34

The total energy consumption presented includes consumption within

and outside of the organization (from off-site ATMs/ Kiosks).

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

103

renewable resources to become the energy efficiency leader in the

banking sector in Greece.

In 2021, NBG developed an Energy Management Strategy and

action plan in order to improve buildings’ energy and carbon

performance. With these actions and activities, NBG will not only

improve its energy and environmental performance but will also

put in place the necessary building blocks towards disclosing

energy information, improving transparency and setting short and

long-term goals and targets, as well as aligning its internal

operations with the broader UN, EU and Paris Agreement goals.

NBG’s Energy Management Certification by the ISO 50001:2018

standard

In 2023, the Bank successfully completed, the certification process

of its premises, by the international standard ISO 50001:2018,

valid for three years.

The international energy management standard ISO 50001:2018

offers the Bank substantial benefits, helping to reduce the energy

costs of its operations as well as its overall sustainable energy

management. Thus, it is a key tool for achieving its overall targets

for reducing greenhouse gas emissions, by integrating energy

efficiency into its business strategy. Furthermore, for the Bank’s

customers and staff, the adoption of ISO 50001:2018 contributes

to increasing awareness on carbon footprint reduction, as well as

the development of environmentally responsible actions and

services, such as the reduction of energy consumption and the use

of RES.

The said certification is closely related to the implementation of

laws and initiatives, such as the National Climate Law (Greek Law

4936/ Government Gazette A105/27.5.2022), the European Green

Deal

(The

European

Green

Deal

-

European

Commission

(europa.eu)) and the Net Zero 2050 objective and contributes to

the Bank’s adaptation to the increasing demand for sustainable

and responsible operations.

Materials and waste management

o

Management of the paper

As a financial institution, the Bank uses and is supplied with

materials

which

mainly

concern

office

equipment

and

consumables. The main categories of the Bank’s office supplies

are: writing materials, light bulbs, UPS (“Uninterruptible Power

Supply”), batteries, office consumables (including toner and ink

cartridges for printers), paper, computers and other electrical and

electronic devices.

The Bank’s actions related to the reduction of

the paper consumption, are as follows:

•

Since 2011, the Bank’s correspondence (internal and to

third parties) is fully managed by the Internal Electronic

Document Management System, resulting in a significant

reduction in printing and paper consumption.

•

In 2023, 395,223 documents were exchanged through the

Internal Electronic Document Management System, thus

saving c. 988,000-page prints.

•

The application of the e-signature tool has contributed

significantly to the reduction of paper usage, with c. 7.5

million less printouts in 2023.

•

Within Bank's Transformation Program, a paperless

initiative

was

launched,

introducing

the

following

technological enhancements:

-

Electronic Signature Management Application

: Digital

signatures implemented in-store (via tablet) or

remotely (via Internet/Mobile Banking).

-

Document Digitization Application

: Digitization of

documents in-store, facilitated by employees using

tablets.

-

Integration with eGovernment (eGoV)

: Utilization of

eGoV for customer information updates in-store (via

tablet) or remotely (Internet/Mobile Banking).

-

Digital File System

: Categorization during storage into

digital folders, gradually replacing physical archives.

-

Posting of Documents on Internet/Mobile Banking

:

Customer submission of documentation through

Digital Banking, upon the Bank's request.

-

Document Digitization via Mobile Banking

: Customers

have the capability to digitize documents through the

Mobile Banking platform.

•

The cumulative count of electronically signed documents

through the Electronic Signature Management Application

(via Internet Banking and tablet) for the year 2023 stood at

2.2 million.

o

Management of other solid waste

In order to minimize the environmental impact of toner and other

equipment disposal (computer, other furniture and appliances),

the

Bank

proceeds

to

recycling

or

donation.

The

Bank

systematically recycles via its partner companies’ accumulators,

small batteries, low-energy light bulbs and electrical/electronic

appliances. All these recycling programmes are implemented in

cooperation with licensed contractors. The partner companies

which manage the recycling process do so in a way that is in line

with contractual and legislative obligations.

Additionally, it is important to note that, during the execution of

technical works (contractors, maintenance works) the collection,

transportation and management of the materials that are

dismantled/replaced is done by a licensed body under the

supervision of the contractors.

Toner management:

•

the Bank has arranged since 2014 the outsourcing of

Managed Print Services (“MPS”) printing needs of Central

NBG Services hosted in central buildings and its Branch

Network. Environmentally friendly management of waste

originating from the device consumables, is also part of

this outsourcing arrangement. This programme leads to

the reduction of printouts and, as a consequence, the

reduction of paper and toner consumption. The project

establishes centralized management of printing needs.

The number of the system's current users amounts to c.

6,637 individuals. In 2023, the toners supplied through the

MPS system totalled 5,261 items, while 3,039 items were

recycled through the 2,419 MPS units. It is anticipated that

the future benefit for the Bank will be a 25% - 35%

reduction in printing costs.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

104

Recycling bins (paper / plastic / aluminum):

•

the Bank launched in 2021 a pilot recycling programme in

10 buildings, by installing 94 bins for the collection and

recycling of plastic, aluminum and paper. In 2023, 4,300 kg

of ungraded paper and 334 kg of plastic/aluminum were

collected

(and

recycled

appropriately)

through

this

programme.

Other recycling programmes were implemented with the

participation of employees:

•

in 2023, 447 tons of paper, 1,490 kg of small and large

batteries, and c. 29 tons of electronic and electrical

equipment were recycled. In addition, 1,028 kg of low

voltage lamps and lighting equipment were recycled.

Reuses or donates:

•

the Bank reuses or donates (in case of depreciation or

replacement) its equipment to various organizations and

public services that need support in kind, in order to

reduce its environmental impact and to enhance circular

economy initiatives. For 2023, the Bank received 150

requests and proceeded with 77 donations of 1,974 pieces

of office furniture and electronic equipment.

Water efficiency and management

The Bank’s water supply comes from the public water supply

network. Because of the nature of the Bank’s activities, the water is

mainly used in rest room facilities and for the cleaning of the work

areas, while the use of water-cooled air-conditioning systems is

limited. The water discharged from the Bank’s buildings is

wastewater managed by the local wastewater treatment networks.

As a result, the Bank’s actions focused mainly on preventing and

avoiding leakages by regularly maintaining its piping network.

Other direct and indirect emission reduction actions

Further to the above, NBG continued in 2023, its effort to reduce

direct and indirect CO

2

e emissions, by taking additional measures

such as:

•

implementation of the i-bank statement service

, wherein

customers receive electronic statements for their credit

cards, mortgage or consumer loans, and savings accounts,

instead of printed statements. NBG continually enhances

its digital channels by introducing new services and

expanding

transaction

capabilities.

This

empowers

customers to conduct transactions conveniently, 24/7,

from the comfort of their homes or using their mobile

phones. In 2023, the Bank witnessed a substantial increase

in the adoption of its Internet/Mobile Banking services,

with over 270,000 new users registered. Additionally,

digital channel transactions exhibited a noteworthy year-

on-year growth of more than 9.5%;

•

engaging with suppliers

with a view to exercising indirect

pressure on them to improve their processes aiming at

reducing their environmental impact;

•

continuing replacing the existing cleaning materials

with

100% ecological, the usage of harmful cleaners was

avoided in 2023 (estimated 25,500 lt annually);

•

rationalizing printing and saving natural resources

(paper) by developing processes/transactions with a view

of efficient paper management;

•

eliminating plastic packing and utensils

from the canteens

operating in its premises;

•

reduction of air conditioning (Heating-Cooling-Ventilation)

operating hours in the administration buildings, depending

on the use of the building;

•

setting the thermostats of air conditioning

, at a

temperature not higher than 19°C in winter and not lower

than 26°C in summer;

•

deactivation of the air conditioning

, after the end of the

work and the departure of the employees, as well as when

the outside temperatures allow it;

•

rational use of natural ventilation

, especially on days

when the weather conditions are unfavorable (intense

cold or heat);

•

limiting executive travel

and

facilitate team meetings

and

presentations, the Bank installed 17 video conference

(“VC”) systems, 21 IDEAHUB collaboration screens across

its buildings, and 31 new Meeting Teams Rooms (“MTR”)

collaboration rooms;

•

renting buses to transport its employees to and from the

workplace

for some of the Bank’s premises located

outside the center of Athens. In particular, during 2023,

5,170 routes were carried out, transporting a total number

of 450 employees on a daily basis;

•

Continuing

to

offer,

when

applicable,

learning

opportunities

mainly

through

asynchronous

and

synchronous distance courses. This strategic approach has

yielded substantial paper-saving benefits. The utilization of

traditional in-classroom training remains highly selective,

serving primarily the purpose of achieving experiential

learning objectives.

Investing in society and environmentally responsible actions

In 2023, NBG sponsored the following projects/programmes aiming

at showcasing ideas promoting environmental consciousness and

innovations in relation to environmental protection.

In a significant demonstration of our commitment to these

principles, the Bank decided to financially support the following

projects:

Restoration projects and development of new infrastructure in the

Thessaly region

The extreme rainfall from the storm “Daniel” – classified as a 1- in-

200+ years weather event for Greece according to the “World

Weather Attribution” – led to a catastrophic flooding in Central

Greece in early-September. The flood waters were gradually

receding, but in its wake the storm not only inflicted human losses

but also caused significant damage to infrastructure and

farmlands.

The extent of the damage in Thessaly (Central Greece) raises

legitimate concerns about its impact on regional and countrywide

economic activity, given that the affected region plays an

important role in the domestic primary production and also

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

105

accounts for a not insignificant proportion of the country’s

manufacturing output.

The major part of the reconstruction bill will be covered by the

public sector, with the support of EU funding, as well as by

insurance recoveries and private sector donations. In this context,

NBG decided to provide €12.5 million in financially support for the

restoration projects and development of new infrastructure in the

Thessaly region following the catastrophic results of storm

“Daniel”, as part of the €50 million support to be provided by the

four Greek systemic banks in total, at the initiative of the Hellenic

Banking Association.

Restoration projects for the fire-affected areas of South Rhodes

Island

South Rhodes suffered severe damage during the wildfires in

summer 2023, were vast forest and agricultural areas burned,

homes destroyed, and hotels and accommodation facilities were

damaged.

For all the affected areas there was an immediate and urgent need

to start flood protection and restoration projects. In this context,

the Bank provided financial support for the study for the projects

necessary for the flood control works and landslide protection of

the fire-affected areas and covered part of the cost related to

reforestation projects around the hotel facilities.

Completion of the Master Plan for the reconstruction of the fire-

affected areas of Northern Evia

NBG sponsored the study and development of the Master Plan for

the reconstruction of Northern Evia region, following the severe

damage during the wildfires of August 2021. The Master Plan was

based on the main axes of the relevant European strategies (smart,

green, place-based) for a mild development that utilized all

modern technologies, promote social cohesion, and relied on

territoriality and local participation regarding planning and

implementing actions. The Master Plan was completed and

handed over to the Greek State on

16 January

2023.

Support for volunteer fire-fighting teams

NBG, joining forces with the Athina I. Martinou Foundation and

John S. Latsis Public Benefit Foundation, sponsored a programme

implemented

through

the

cooperation

of

the

Non-Profit

Foundation Desmos, WWF Greece and HIGGS (Higher Incubator

Giving Growth and Sustainability), offering support to volunteer

forest protection teams nationwide until 2024. The initiative

focused on two key actions:

•

The material support to 50 volunteer teams across the country

with equipment, which will be selected based on specific

evaluation criteria.

•

Forest fire-fighting training through specialized workshops.

The training programme concerns all 100 volunteer forest

protection groups that operate in all 13 Regions of the country,

placing emphasis on specific areas with a history of forest fires

and a strong presence of volunteer groups, carried out by

specialized experts with many years of experience.

Other environmentally responsible actions

In 2023, NBG sponsored projects/programmes in the context of its

climate change and environmental strategy. These are the

sponsorship support of the:

•

Non-Profit Association "Desmos," for the additional support of

Volunteer Firefighting Teams, who participated in Rhodes

fires, for the purchase of firefighting hoses.

•

WWF, in co-financing with the Bodossaki Foundation, for

environmental education through the creation of educational

films and accompanying material.

•

Institute of Finance and Financial Regulation (“IFFR”) for

organizing the international online conference "ESG for Banks,

Firms and Institutional Investors: Advances and Challenges".

•

Hellenic Association for Energy Economics for organizing the

"8th HAEE Energy Transition Symposium" and the Annual

Analysis of the Energy Sector (Energy Report).

•

American- Hellenic Chamber of Commerce for organizing the

"7th Southeast Europe Energy Forum."

•

B & P IKE for organizing the "5th Renewable & Storage Forum"

for Renewable Sources and Energy Storage.

•

Association for the Protection and Care of Wildlife (ANIMA) for

covering the expenses of the First Aid Station.

•

Innovative recycling programme “GREEN CITY”, implemented by

the Region of Attica, EDSNA (Special Inter-Municipal Association

of Attica) and all the municipalities of Attica.

The GREEN CITY recycling reward programme with go4more

partners

In 2022, in order to reinforce and enhance its social and

environmental awareness profile, the Bank added the “THE GREEN

CITY” - recycling rewards programme, as a partner, to its “go4more”

customers’ loyalty programme. THE GREEN CITY members recycle

waste, separated by type of material (paper, plastic, glass etc.), at

the designated THE GREEN CITY Mobile Green Points (vans), earning

points they can redeem at partnered businesses. Members of both

programmes can convert the points they collect from recycling, into

go4more points. During 2023, more than 6,000 vouchers (c.

€12,000) were distributed to go4more members, of which c. 90%

have already been redeemed. In addition, a seasonal initiative was

launched on World Earth Day, rewarding members with extra points

for recycling during that week. Furthermore, from May to

September 2023, more than €10,000 worth of coupons, were

provided through the go4more app for battery recycling, as part of

the collaboration of THE GREEN CITY and AFIS

.

Furthermore, in order to enhance and encourage the adoption of

environmentally friendly habits within the go4more community,

the Bank has initiated a sponsorship programme with THE GREEN

CITY, that includes promotion of the respective initiative, through

the digital social media and the usage of the go4more logo on all

physical points, including vans and Smart Recycling Corners.

Compliance with environmental legislation

The Bank always makes every possible effort to comply with the

relevant regulations and the applicable legislation.

However, during 2023, the Bank received, 3 complaints regarding

the environmental impact, and all were settled within the year.

The respective complaints concerned the following issues:

condition of external areas/facades of branches, repair of damages

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

106

and air quality/cleaning inside the Branches. In this context, the

Bank completed all the appropriate measures.

In 2023, the Bank has not identified any non-compliance with

environmental laws and/or regulations, and no fines were

imposed on the Bank regarding the environment.

Biodiversity and ecosystems

NBG is committed to comply with environmental legislation

Nature and biodiversity are important drivers of our economy.

Financial institutions have a crucial role when it comes to driving

positive change by redirecting their financing and investments away

from activities that harm nature and towards nature-friendly ones.

NBG through the implementation of the Sustainability Policy

performs

a

comprehensive

analysis

and

assessment

of

environmental risks involved in investment and credit processes.

As it is explicitly mentioned in the Bank’s Sustainability Policy, the

Bank is fully committed to comply with the relevant environmental

legislation, turning down applications for financing investments in

protected areas. Therefore, regarding its own activities, NBG does

not own, lease or manage operational sites in or adjacent to,

protected areas and areas of high biodiversity value outside

protected areas.

Furthermore, building upon our long-standing dedication to social

and environmental issues, the Bank allocates funds to support the

protection and sustainable management of some of our country's

most vital nature reserves. (See above in subsection

“Investing in

society and environmentally responsible actions

”).

Our carbon footprint

Our operational emissions

Overview of NBG’s non-financed emissions (“NFE”)

NBG's non-financed emissions

Unit

2021

2022

Scope 1

tCO

2

e

2,381

3,056

4

Scope 2

Market-based

tCO

2

e

224

0

4

Scope 3 excl. cat.15

tCO

2

e

49,296

1

43,690

Total NFE market-based

tCO

2

e

51,901

46,746

Bank-level intensities

Scope 1 intensity on headcount

tCO

2

e/employee

0.32

0.45

4

Scope 2 intensity (market-based)

on headcount

tCO

2

e/employee

0.03

0.00

Scope 3 excl. Cat.15 intensity on

core income

2

tCO

2

e/€million

37

3

28

1

Remeasurement performed in 2021 figures, so that the comparison with the 2022

measurement is like-for-like. Scope 3 emissions prior to the remeasurement 2021:

30,558 tCO

2

e.

2

Core income is defined as net interest income and net fee and commission income.

3

Recalculation performed for the ratios of 2021, so that the comparison with the

2022 ratio is like-for-like (comparable Scope 3 non-financed emissions figure in the

nominator and Bank’s core income figure in the denominator).

4

Scope 1 and 2 emissions are restated vs. those presented in NBG’s 2022 ESG

Report, as per NBG’s Climate Law externally verified submission to the Natural

Environment & Climate Change Agency (December 2023), including deviations that

have resulted from the verification process and the Ministry’s prescribed calculation

methodology and factors.

Scope 1 emissions (direct emissions)

Direct CO

2

emissions (Scope 1) result from sources owned or

controlled by NBG (e.g., owned and leased buildings, owned

and leased vehicles, etc.) and arise from the following

activities:

•

Consumption of fuels in our buildings for heating and

cooling purposes

•

Consumption of fuels by our corporate car fleet

•

Usage

of

refrigerant

materials

in

air-conditioning

equipment and heat-pumps

Scope 1 emissions of the Bank present an increase of 28%

compared to 2021. The increase observed is mainly attributed to

higher oil consumption for heating purposes, which can be

explained by the lower percentage of remote working in head

office buildings in 2022 compared to 2021, as measures to address

the COVID-19 pandemic gradually relaxed. The increase in

consumption of refrigerants is mainly attributed to refurbishment

and optimization of heating, ventilation, and air conditioning

infrastructures in specific buildings.

Scope 2 emissions (indirect emissions)

Indirect CO

2

emissions (Scope 2) result from electricity

consumed in all facilities owned or controlled by NBG (e.g.,

owned & leased buildings, etc.). Following the relevant

reporting requirements, we calculated both market-based and

location-based Scope 2 emissions:

•

market-based approach

reflects emissions from electricity

that the Bank has purposefully chosen, using source-

specific emission factors for electricity purchased.

•

location-based approach

: reflects the average emissions

intensity of the country, using average emission factors of

the national grid. However, for the purposes of this Report,

we have opted to focus on the market-based approach and

measurement, see details below, as more representative

of NBG’s current standing, based on our contractual

agreement on the energy actually purchased.

In 2022, the Bank sourced 100% of consumed electricity from

Renewable Energy Sources (RES) based on Guarantees of Origin

(GOs) received from its main electricity provider. As a result,

applying the market-based approach, Scope 2 emissions for 2022

were reduced to zero.

Scope 3 emissions (other indirect emissions – non-financed)

In 2022, the Bank calculated its Scope 3 non-financed emissions

(NFEs) resulting from the following categories:

•

Purchased goods and services (Category 1)

•

Fuel and energy related activities (Category 3)

•

Upstream transportation and distribution (Category 4)

•

Waste generated in operations (Category 5)

•

Business travel (Category 6)

•

Employee commuting (Category 7)

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

107

The categories included in scope are based on the GHG Protocol

Standard and are the most relevant to the Bank’s

activities and

potential environmental impact.

Measured Scope 3 non-financed emissions in 2022 amounted to

43,690 tCO

2

e, down by 11% compared to 2021. The reason for this

decrease is mainly attributed to Category 1 (Purchased goods and

services), where emissions decreased as a result of lower

underlying operating and capital expenses, and to Category 3

(Fuels and Energy related activities) driven by the change in

electrical power sourcing coming almost entirely from RES.

Business travel (Category 6) has picked up as COVID-19 measures

gradually relaxed and represents a more normal measurement

compared to the 2021 period.

Our financed emissions

Our GHG emission measurement is based on the methodology

established by PCAF, as this is laid out in the latest version of the

Global GHG Accounting and Reporting Standard for the Financial

Industry (herein referred to as 'the Standard'), updated in

December 2022. Applying this methodology entailed a wide and

in-depth evaluation of our lending and investing activities, and its

result of it provides a holistic view of our GHG emissions as of

YE2022. Emissions are categorized across 7 PCAF asset classes:

1.

Listed equity and corporate bonds

2.

Business loans and unlisted equity

3.

Project finance

4.

Commercial real estate

5.

Mortgages

6.

Motor vehicle loans

7.

Sovereign debt

As of October 2023, NBG has become a member of PCAF. This

membership marks NBG's entry into a network of more than 230

signatory commercial banks. Notably, NBG achieves the distinction

of being the first Greek systemic bank to join PCAF, accompanied

by a commitment letter reaffirming the Bank's dedication to

decarbonization.

Significant progress in financed emissions inventory: coverage,

quality, perimeters

In the most recent measurement for 2022, the Bank attained a

94% coverage of total activities (portfolios) deemed as eligible for

measurement per the PCAF methodology, resulting in a total of

12.1 million tCO

2

e, including financed Scope 1 & 2 emissions (7.3

million tCO

2

e), as well as financed Scope 3 emissions (4.8 million

tCO

2

e) of the Bank’s borrowers and investees (see below table

"Overview of NBG’s 2022 financed emissions per PCAF asset

class"), below. This high level of coverage is primarily attributable

to our continuous efforts to improve underlying data quality and

proxies, which led to excluding from our financed emissions

measurement only a limited portion of PCAF eligible perimeter.

Additionally, the collection of actual reported borrowers’ and

investees’ absolute emissions for a substantial portion of our

portfolio contributed significantly to more precise financed

emissions estimations. The use of actual reported emissions data

is prominently reflected in our PCAF data quality score. The PCAF

methodology provides detailed guidance on data quality scoring,

aiming at enhancing transparency, at encouraging improvements

to the quality of data used, and at limiting the level of uncertainty

surrounding estimations. Under this guidance, a PCAF score of 1,

meaning highest data quality, conveys the highest degree of

certainty, while a score of 5, lowest data quality, indicates a more

uncertain estimation. For our Mortgages and Commercial Real

Estate asset classes, there is further opportunity for improvement

in data accuracy, which is anticipated through the incorporation of

more detailed and more widely available energy efficiency related

information

on

our

financed

buildings,

e.g.,

actual

EPC

classifications.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

108

Overview of NBG’s 2022 financed emissions per PCAF asset class

The full overview of our financed emissions, split per PCAF asset class, is presented in the table below:

NBG's financed emissions per PCAF asset class

PCAF asset class

Exposure

(€ million)

Measured

exposure (€

million)

Exposure

Coverage (%)

Scope 1,2 financed

emissions (tCO

2

e)

Scope 3 financed

emissions (tCO

2

e)

Intensity

(tCO

2

e/€

million)

1

PCAF data

quality

score

Business loans & Unlisted

Equities

12,468

11,667

94%

3,638,156

3,137,574

581

3.5

Project Finance

4,468

4,031

90%

536,746

70,984

151

3.4

Commercial Real Estate

1,680

1,441

86%

115,469

0

80

4.0

Mortgages

7,287

6,298

86%

141,706

0

23

4.0

Corporate Bonds & Listed

Equities

901

100%

285,504

150,770

484

1.8

Sovereign Debt

11,919

100%

2,570,920

1,419,814

335

1.0

Motor Vehicle Loans

80

100%

3,329

0

42

5.0

PCAF in-scope portfolio

38,803

36,337

94%

7,291,831

4,779,143

332

2.7

1

Intensity as shown here: Scope 1 + 2 + 3 financed emissions over exposure measured.

In the spirit of enhancing our climate and environmental (C&E) disclosures in the field of transition risk we are also in the position to account

for a by-sector split of our financed emissions footprint, showing in table below selected metrics for key contributing sectors in the PCAF

asset classes of Business loans, Project Finance, CRE, and Motor Vehicle loans to corporate and small business customers:

Breakdown of NBG’s 2022 financed emissions per sector for selected asset classes

1

NBG's financed emissions per sector

Sector

Exposure

(€ milion)

Scope 1,2

financed

emissions (tCO

2

e)

Scope 3 financed

emissions (tCO

2

e)

o/w

Reported

PCAF data

quality score

Intensity

(tCO

2

e/€million)

2

G46 - Wholesale trade

3

1,957

497,623

846,683

19%

3.8

687

C19 - Coke & refined petroleum products

795

468,899

668,905

78%

2.1

1,431

D35 - Electricity, gas, steam & A/C supply

2,252

590,557

295,334

75%

2.7

393

C10 - Manufacture of food products

1,007

346,211

332,577

2%

3.9

674

H50 - Water Transport (Shipping)

2,067

495,407

6,102

0%

3.4

243

C23 - Manufacture of non-metallic products

122

349,548

46,888

0%

4.0

3,249

A01 - Crop and animal production

241

309,691

80,329

0%

4.0

1,620

G47 - Retail trade, except of motor vehicles and motorcycles

734

138,946

202,714

17%

3.9

466

C24 - Manufacture of basic metals

364

207,420

99,808

33%

3.2

845

E38 - Waste collection, treatment and disposal activities

38

168,701

20,036

0%

4.0

4,924

Other Sectors

6,612

713,075

604,427

13%

3.7

199

Total

16,189

4,286,079

3,203,803

29%

3.5

463

1

The table includes Business loans, Project Finance, CRE and Motor Vehicle loans to corporate and small business customers.

2

Intensity as shown here: as Scope 1 + 2 + 3 financed emissions over exposure measured.

3

NACE G46 incorporates also trading activities of Oil & Gas products.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

109

Table below offers an overview of the perimeter that was considered for our target setting, following UNEP FI’s Guidelines for NZBA aligned

target setting:

Breakdown of NBG's 2022 exposures

and financed emissions per NZBA priority sector

NBG's financed emissions in NZBA priority sectors

Sector

Exposure

(€ million)

Scope 1,2 financed

emissions (tCO

2

e)

Scope 3 financed

emissions (tCO

2

e)

o/w Reported

PCAF data

quality score

Intensity

(tCO2e/€million)

3

Oil & Gas

1,029

596,716

979,388

83%

2.1

1,532

Power Generation

1,483

524,163

201,419

85%

2.5

489

Cement

50

253,987

38,547

77%

1.4

5,851

Residential real estate

6,298

141,706

0

0%

4.0

23

Commercial real estate

1,441

115,469

0

0%

4.0

80

Aluminum

43

17,999

24,857

100%

1.8

997

Other NZBA priority sectors

2,196

605,486

27,934

37%

3.4

288

Total

12,540

2,255,526

1,272,145

24%

3.6

281

Our next steps

Going forward, we aim to continue building our GHG inventory, monitor methodological assumptions used to incorporate any updates of

the relevant standards, as well as enhance our internal databases by systemically capturing client climate related and environmental (C&E)

data as part of the credit origination process and subsequent client reviews.

For more information, see the NBG’s 2022 ESG Report at

https://www.nbg.gr/-/jssmedia/Files/Group/esg/ESG_Annual_Reports/nbg-esg-

report-2022-en.pdf

.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

110

Society

Socioeconomic impact

NBG creates actual and potential positive socioeconomic impacts

(including

impacts

on

socioeconomic

convergence

and

mobility/infrastructure) through:

•

specific financial products/services that enhance financial

inclusion and country level ability to reduce inequality at the

individual and population level, and

•

finance through specific financial products/services and

operational initiatives that improve accessibility to the use of

financial services both for individuals and for businesses.

The Bank also creates actual and potential positive socioeconomic

impacts for its stakeholders and more broadly for the economies

and societies where it operates, within its role as an employer, as

well as with the development of specific programmes for CSR

actions.

Specifically, the Bank undertakes to contribute to the creation of

positive socioeconomic impacts, through: Contribution to the

creation

of

jobs,

promotion

of

decent

work,

economic

development, entrepreneurship, housing, mobility, innovation,

good health, education, gender equality, but also the protection

and preservation of historical and cultural heritage, as follows:

•

distribution of economic value to stakeholders including

payroll, operational costs, CSR investments, payments to

suppliers, taxes;

•

allocation of funds, the provision of appropriate products

and services for the needs of customers with the same

standards of completeness, quality and good behavior and

the provision of correct and adequate information. Note

that NBG has published its Sustainable Bond Framework,

that incorporates eligible social activities, for the use of the

proceeds of any future sustainable bond issuance;

•

protection of customers' financial decisions, of their data

privacy and information concerning them and their

interests in general;

•

provision of financial services and products with equal

treatment and without exclusions;

•

access to finance without discrimination or exclusion;

•

corporate responsibility programme ("Responsibility" CSR

Action program) with actions for the support of social

welfare programmes, vulnerable social groups, health, and

for contribution to the arts, culture and education;

•

actions of the Bank’s Cultural Foundation (“MIET”), and

Bank’s Historical Archive;

The development and retention of highly qualified staff is a

primary concern of the Bank as it understands that its success is

based on its staff. The relevant commitments of the Bank in this

sphere include:

•

Learning and Development programmes

•

Health, safety and well-being at work

•

Dignity and Equality: Respect for Diversity

•

No Discrimination, Offensive Behavior or Social Exclusion

•

Respect for human rights

•

Defending the work-life balance

Actions taken and progress

In

2023,

the

Bank

undertook

important

initiatives

and

implemented projects with positive actual and potential impact.

Specifically, the actions taken per

Society

Strategic Themes, are:

Champion

diversity and inclusion

2023 Highlights:

Equality in the workplace

•

54%

of

total workforce

in NBG are female

•

Female in managerial positions:

-

32%

of senior management positions (refers to the

General and Assistant General Managers, Senior

Managers and Managers)

-

44%

of middle management positions (refer to three

or more levels from executive management)

-

45%

of total managerial positions (refer to

senior,

middle or lower-level supervision responsibilities)

•

Female new hires & turnover:

-

49%

of new hires

-

41%

of turnover

•

56%

of employees in non-managerial positions are female

•

55%

of female employees were promoted (vs. total

employee promotion)

•

36%

of

employees

with

IT

and/or

Engineering

responsibilities are female

•

39%

of the top 10% compensated employees are female

•

participation in the international index Bloomberg Gender

Equality Index (GEI).

The Bank has established Policies, Regulations and Procedures to

deal with employees' issues, including working hours, leave,

overtime, remuneration and other issues related to the general

working status of the Bank's employees, in compliance with the

applicable legislative and regulatory framework.

Equality in the workplace

The Bank is strongly opposed to any form of discrimination and

remains vigilant in ensuring that there is no discrimination in terms

of pay or other matters with respect to gender, age, nationality,

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

111

religion, variety of educational background, experience and

expertise.

As the Bank does not tolerate any kind of social exclusion, it

consistently supports vulnerable members of the population, as

reflected by the fact that the Bank has in its workforce individuals

with disabilities. As at 31 December 2023, the percentage of our

people at Bank level with disabilities was 1.1%.

Gender Equality

In order to achieve essential equality between women and men at

all levels, multiple initiatives have been put in place.

Equal employment opportunities for women and men are a

priority for NBG. The number of employees per women and men

at Bank’s level (excluding the employees on sabbatical leave) and

the allocation per age ranges as at 31 December 2022 and 31

December 2023 is as follows:

2022

2023

Number

of active

employees

%

Number

of active

employees

%

Women

3,663

53%

3,586

54%

Men

3,194

47%

3,047

46%

18-29 y

180

3%

181

3%

30-44 y

3,150

46%

2,847

43%

45-59 y

3,398

50%

3,464

52%

60+ y

129

2%

141

2%

Our driving force, our people

Throughout NBG’s history, our focus has been on embracing the

future. With our people on the forefront, we strive for growth and

advancement. Placing utmost importance on our human capital,

we are committed to fostering a positive work environment that

values and honors every employee without exceptions.

The total number of the Bank’s active

35

employees as at 31

December 2023 was 6,633 employees, down by 3.3% compared to

6,857 active headcount as at 31 December 2022, almost entirely

due to the implementation of a Voluntary Exit Scheme ("VES") that

took place in November 2023. At Group level the total number of

employees as at 31 December 2023 was 8,005, down by 3.0%

compared to 8,254 employees mainly due to the implementation

of the VES and the downsizing of personnel at NBG Egypt Branch.

Staff number per geographical area

The number of active employees per geographical area from

ongoing activities at Group level is as follows:

35

Excluding the employees on sabbatical leave

Staff number (active employees) on 31 December

Country

2022

2023

Greece

7,058

6,841

North Macedonia

947

Cyprus

119

124

Egypt

80

52

Bulgaria

32

27

Romania

14

10

Luxembourg

4

Total

8,254

8,005

Talent acquisition & management

In our ongoing commitment to the advancement of our workforce,

we are dedicated to enhancing our educational and technical

training initiatives. Recognizing the paramount significance of

talent and the continual need for the upgrading of people skills in

the rapidly evolving contemporary work landscape, we are

focused on elevating our human capital.

Throughout 2023, our primary focus has been on the targeted

development,

support,

and

engagement

of

high-potential

individuals within our organization, as well as those possessing

unique and critical expertise essential to the Bank. Our strategic

planning

incorporated

insights

gained

from

last

year’s

identification of these employee groups, utilizing a single,

specialized and globally recognized methodology. This, coupled

with the completion of the Bank's Succession Plan for critical roles,

aimed at optimizing efficiency and ensuring sustainability.

Key

initiatives

included

the

formulation

of

personalized

development plans and participation in a Mentoring programme,

along with access to tailor-made educational programmes through

a Massive Open Online Course (“MOOC”) platform to reinforce

leadership skills. Simultaneously, we strengthened our human

resources by sourcing talent from the labor market by leveraging

professional social networks, recruiting agencies, and strategic

partnerships with specialized consulting firms. To align our human

resources profile with evolving market demands, we implemented

internal transfers, strategically centralizing key operations in new

Bank Units, including the New Business Customer Service Model.

This approach increased staff mobility by placing individuals in

roles that best suited their skills, facilitated by internal job

postings.

To this end, the Bank meticulously assesses the qualifications,

skills, and professional capabilities of internal and external

candidates to effectively fulfill job requirements for specific open

positions in the organization. As part of these efforts, a total of 51

talent acquisition and management programmes were completed,

including 975 structured interviews, 666 cognitive and ability tests

and personality

profiles.

A

significant

milestone

was

the

integration of 40 new interns into our flagship Internship

programme i-work@nbg, filling highly specialized positions in

Head Office Units. The Branch Network was also reinforced with

junior professionals committed to delivering an enhanced

customer experience and possessing advanced sales skills. Further,

emphasis was placed on the provision of advice and guidance

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

112

through

personalized

feedback

and

coaching

sessions

by

specialized NBG professionals.

Attracting top talent across our organization remains a top priority

as we continue our transformative endeavors. To achieve this, the

Bank actively participated in university and career events,

expanded collaboration with distinguished university bodies and

international professional certification entities, and reinforced

efforts to enhance youth employability. Our commitment to these

initiatives underscores our dedication to fostering a dynamic and

capable workforce poised for ongoing success in a competitive

landscape.

Remuneration policy

The ratio of the regular ﬁrst NBG salary, as per the latest Business

Collective Labor Agreement, to the statutory minimum wage as

applicable under the National General Collective Labor Agreement

ranges between 113% and 141% irrespective of gender, age and

geographical region (Greece).

According to the latest National Labor Collective Agreement, the

statutory minimum wage stands at €780 as of 1 April 2023. In NBG,

currently, the minimum wage for the employees stands at €1,100,

for the auxiliary employees at €923 and for the cleaning employees

at €882.

Furthermore, trainees are paid with 80% of the statutory minimum

wage increased by 20% based on the 25 insurance wages, without

age discrimination.

In any other case, remuneration issues are determined by the

Bank's remuneration Policy in line with the applicable regulatory

framework.

Gender pay gap % (2023:10.7, 2022:10.6)

The gender pay gap measures differences in compensation

between women and men within an organization, irrespective of

the type of position.

We calculate the gender pay gap as the difference in the average

yearly pay for male and female full - time employees, over the

average yearly pay for male full - time employees. The total pay

includes salary and variable pay (Short-Term Incentive (“STI”)), but

does not incorporate any benefits/in-kind allowances.

The pay gap (%) is attributed mainly to the higher number of

female full – time employees (as it affects the denominator of the

ratio of the average yearly pay for female full - time employees),

and much less due to the small difference of the total yearly base

salaries (fraction’s numerator) between men and women.

Union Organizations – Collective Labour Agreements

The

Bank

respects

and

promotes

the

unquestionable

constitutional right of employees to freedom of association, i.e., to

form and participate in associations and unions. There are six

unions which operate in the context of the Bank’s employees’

representation.

In 2023, more than 82% of NBG employees were members of an

employee union and more than 83% of the employees were

covered by Collective Labour Agreements ("CLAs"). The latest

business CLA was signed in 2022 and is valid for the period 1 April

2022 up to 31 March 2025.

The rest of the employees are employed as Special Associates

(fixed-term or open-ended employees), whose working conditions

are determined in addition to the provisions of labor law by the

relevant private employment contract voluntarily agreed between

the Bank and the employee.

Youth employment opportunities and internships

The implementation of targeted and structured internship

programmes is part of the Bank’s strategy for offering employment

and development opportunities to young people, rewarding

excellence based on meritocratic and transparent criteria, and

creating an effective link between the education sector and the

labor market in Greece.

Throughout the year, the Bank hired senior students from Greek

Universities

and

Universities

of

Technical

Studies

(Higher

Educational Institutions of the Technological Sector) as interns. A

total of 337 interns were hired in 2023, of which 201 are from

Greek Universities (in collaboration with 15 universities and 54

different departments) and 136 are from Universities of Technical

Studies (in collaboration with 10 universities and 27 different

departments).

Moreover, the Bank participates in the following

programme:

•

Graduate Internship Programme "i-work@nbg"

The Bank continued to run its flagship Graduate Internship

Programme "i-work@nbg", by offering the opportunity to holders

of bachelor’s and master’s degrees to gain professional experience

through full-time paid internship. Specifically, in 2023 the cycle of

i-work@nbg 2021-2022 closed by offering full-time job to 25

participants that successfully completed the Graduate Internship

Programme.

Additionally, NBG talent acquisition professionals participated in

Career

Days,

conducting

interviews

with

candidates

and

presenting the youth employment programmes offered by the

Bank.

Furthermore, NBG expanded its partnership with professional and

international associations (e.g., CFA, ACCA, HIIA), as well as with

universities and other organizations that aim to boost youth

employability and innovation (e.g., business games, guest lectures

and internship job posts).

Lastly, the Bank participated for the 4th time in the "Live a Legacy"

Mastercard Programme, offering two six-month paid internship

positions in Retail Banking, specifically in the NBG’s Cards Division

and in the Loyalty Programme Management Sector, exclusively for

young women. The aim of this initiative is to enhance the inclusion

of women in the labor market, as well as the

enhancement of

female entrepreneurship.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

113

Promoting inclusion in the society by supporting

inclusive and healthy economies

•

a presence in

frontier regions

and in

small islands

with a

population of less than 5,000 people

•

235 branches

(72% out of the 327 branches) over the

country are currently (data as of January 2024) accessible

to customers with disabilities

Customer service network

As at 31 December 2023, the NBG branch network included 327

branches (including 18 Tellerless branches) and 14 transaction

offices) with a broad geographical coverage, c. 23% of the total

number of banking sector units in the country.

NBG’s branch network represents its physical presence with 27

units in the 13 prefectures indicated as the economically weakest

in Greece.

Supporting remote regions and islanders

NBG maintains a presence in frontier regions and in small islands

with a population of less than 5,000 people and is the only bank

present on certain islands (e.g., Kastellorizo (Megisti), Oinousses,

Alonnisos, Skyros, Skopelos, Antiparos, Patmos and Sifnos). In

these sparsely populated regions

36

, as at 31 December 2023,

NBG's network included 15 units (the same number as at 31

December 2022). NBG maintains off-site ATMs in 72 points in the

areas mentioned above.

During 2023, in 26 small islands and/or low-populated remote

areas where the Bank has no presence, applied zero charges on

transactions carried out via the ATM network of other banks, by

covering the respective DIAS charges.

Making NBG products and services accessible to

people with disabilities

ATMs:

NBG invests in new technologies and infrastructures that

cater for people with disabilities. More specific, all ΑΤΜs of the

ATM network (1,462 (580 on-site and 882 off-site)) as at 31

December 2023, meet the technical specifications for voice

instructions and keyboard reading system and are currently in

process to activate the capabilities related to the voice

instructions.

Digital channels:

NBG throughout the last years, is working

towards rendering all its digital channels accessible to people with

disabilities.

We aim to provide websites and apps that all our users can interact

with in a meaningful and equivalent way. Our digital channels must

be perceivable, operable, understandable and robust irrespective

of the group of people that uses them.

Our digital channels (Internet & Mobile banking for Individuals and

Businesses) are designed keeping in mind the Web Content

36

The Bank considers as non-privileged population groups, population

groups residing in low-populated remote areas.

Accessibility Guidelines ("WCAG") 2.1 Level AA standards in terms

of consistency in layout, navigation and UI ("User Interface")

components.

Last year, the Bank has implemented changes related to accessible

design (use of color, contrast ratio, touchable areas) in order to be

further compliant with the Web Content Accessibility Guidelines

("WCAG") 2.1 Level AA standards. Furthermore, the new service of

“Video Banking” has been implemented on Internet Banking in

order to assist all the customers that cannot proceed to a Branch

(for example customers with mobility impairments). Video

Banking is an alternative of a Branch appointment, so the physical

presence of the customer is no longer needed for a number of

transactions.

For 2024, our priorities are to focus even more on rendering

channels accessible to people with disabilities, not only on User

Interface but also by improving and adding new functionalities

such as:

•

Voice navigation:

We are determined to achieve AA level in

accessibility ratings regarding voice navigation, based on WCA

guidelines on Business Mobile Banking and our redesigned

Mobile Banking for Individuals. Voice navigation helps clients

with vision impairments to use the website or app by providing

verbal clues. Each element on the screen is “translated” to a

word or sentence and the user can interact with the

website/app accordingly. In this context, we will implement

changes and fix issues, so that the voice navigation can be

meaningful throughout the Business Mobile Banking and our

redesigned Mobile Banking for Individuals.

•

Chat on Mobile Banking for Individuals:

We will implement a

chat service on Mobile Banking in order to accommodate the

needs of hearing-impaired clients. Chat service is already

available in Internet Banking, and our target is also to provide

this service for the Mobile Banking. With this functionality, a

hearing-impaired client will be able to interact with a

representative without having to visit a Branch, as an

alternative to calling at Contact Center.

•

Video Banking:

We will enhance our video banking service in

order to support sign language and live caption. Our clients will

have the option to turn on live captions if needed or choose to

conduct the video call with a representative on sign language.

Promoting financial inclusion by offering financial

products and services in the society

Supporting Small and Medium sized companies and

professionals

In its ongoing commitment to empower the growth and resilience

of Small-Medium and Small-sized companies (with turnover up to

€5 million) and professionals, the Bank continued in 2023 to launch

initiatives with a view towards enhancing sustainable economic

development and entrepreneurship.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

114

More specifically, the Bank participated in the following initiatives

and programmes:

In cooperation with EIF:

•

participated in the Microfinance Programme guaranteed

by the INVESTEU Fund in collaboration with the EIF for

financing exclusively very small businesses, in order to

support

their

entrepreneurship.

The

Microfinance

Programme offers a guaranteed rate of 80% on each loan;

•

participated in the Investment Guarantee Fund, European

structural and investment funds (“ESIF”), ERDF Greece

Guarantee Fund (“EEGGF”), for the financing of investment

and business plans by SMEs operating in Greece. The EIF

guaranteed amounts to 80% of each loan. This Investment

Guarantee Fund provides financing to SMEs for the

purpose of investing in tangible and intangible assets, and

working capital for their growth, on favourable terms;

•

continued providing funds through the ESIF EAFRD Greece

guarantee

programme

of

the

Rural

Development

Guarantee

Fund

to

facilitate

access

by

businesses

operating in the agricultural and agri-food sector to

banking finance, NBG. The EIF guarantee amounts to 80%

of each loan and is provided for up to 15 years as of the

execution date of the loan agreement.

In collaboration with the HDB:

•

Investment loans to SMEs through the Sub-Programme 1

of the TEPIX II Entrepreneurship Fund. Such loans concern

financing with reduced administrative costs at favourable

rates, since 40% of the loan is granted by the HDB, bearing

a zero-interest rate.

•

Working

capital

loans

backed

by

the

EAT-TMEDE

Guarantee Fund at a rate of 80% to finance construction

and engineering/planning SMEs which intend to execute

or have already executed works and/or studies of public

interest regardless of the completion phase of such works

and/or studies and which are active in eligible sectors.

•

Co- Financed Working Capital loans to SMEs through the

Liquidity Co-Financing Loans of Business Growth Fund in

order to cope with the current market conditions

supporting the development of business activity and the

strengthening of jobs.

•

Co- Financed Investment loans to SMEs through the Green

co-financed loans of Business Growth Fund supporting

green growth. The fund provides financing for the

implementation of an investment plan for one of the Sub-

programmes:

-

Sub-programme 1 - Green Mobility Loans (Green

Mobility loans);

-

Sub-programme 2- Loans for Energy Upgrade of

Buildings (Loans for Energy Upgrade);

-

Sub-programme 3 - Loans for Renewable Energy

Sources (Green Renewable Energy).

•

Co- Financed Investment loans to SMEs through the

Digitalization Co-Financing Loans

of Business Growth Fund

for the implementation of investment projects with the

aim of digitization and digital upgrading of SMEs

businesses tasks/activities, the increase of their

productivity, their growth and the creation of new jobs.

In collaboration with the EIB:

•

NBG Loan for Entrepreneurship & Social Impact

: the Bank

participated in the Programme for Entrepreneurship and

Social Impact in cooperation with the EIB in order to

facilitate the access SMEs to bank financing, with emphasis

on the financial support of businesses that promote youth

employment within the framework of the "Employment

for Youth" initiative of EIB as well as businesses that

encourage support for women's empowerment in the

workplace, in line with the EIB group's strategy on genders

equality.

•

NBG Loan for Green Investments II

: Within the context of

enhancing financial support for investments that work

towards

attaining

climate

action

objectives,

NBG

participated in the programme of Green Investments II.

For further information see above subsection “Leading the

market

in

sustainable

energy

financing

-

Sustainable

investments”.

Other initiatives in the context of Bank’s products includes:

Business Express loan:

•

this product provides financing in the form of an overdraft

limit, amounting from €6,000 to €35,000 exclusively

through the Bank’s online banking platform. The product

is provided entirely digitally, from application through to

disbursement, and is addressed to legal entities and sole

proprietors/freelance professionals with at least one

completed financial year of business operations.

POS Financing:

•

this product allocates to businesses already in partner

arrangements

with

NBG

and

accept

the

credit/debit/prepaid cards for payments through an NBG

POS terminal. The product involves an overdraft limit

linked to the company’s sight account, through which its

business transactions are carried out.

Photovoltaic systems:

•

NBG

finances

investment

plans

for

green

energy

production through a fixed assets loan product with

favorable terms especially for the implementation of

photovoltaic park.

"Farmer’s Card”:

•

NBG has been participating since 2017 in the initiative of

the Ministry of Rural Development & Food promoting the

distribution of the "Farmer's Card" to farmers/livestock

breeders. This product offers, to those entitled to subsidies

for agricultural activity, a boost in liquidity at favorable

terms, to enable coverage of their operational needs.

Contract Farming financing programme:

•

NBG continued in 2023 the respective programme by

which it finances farmers and livestock breeders who

cooperate with selected agricultural product trading and

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

115

processing companies to produce goods that are bought

by the latter on the basis of sales agreements between

both parties. As a result, the production and trading cycle

of the buyers and farmers is upgraded, and both sides

capture significant benefits (reduction of production cost,

better planning of inventories). For the 2023 production

period, approximately 380 farmers captured the benefits

of the programme.

New Programmes in 2024:

On 22 December 2023, the Bank signed an agreement with EIF by

providing

three

guaranteed

programmes:

Competitiveness,

Sustainability & Innovation and Digitalization. These programmes

will be available to clientele in the near future.

Furthermore, in the first quarter of 2024, guaranteed and co-

financed programmes are expected to be launched in cooperation

with HDB.

Empowering home ownership

NBG creates actual positive impacts on housing through specific

financial

products/services

that

improve

stakeholders’

accessibility to adequate, safe, and affordable housing.

For NBG, the provision of sustainable mortgages is the catalyst to

the creation of a positive impact and access to housing for all.

These solutions are also ideal for the repair or renovation of

houses for the consumers to improve the quality of their

residences, as well as for the acquisition of land. Additionally, the

mortgages

can

include

green

upgrades,

aiming

at

the

improvement of energy-efficient, sustainable and climate resilient

homes for every individual, leading to improved living conditions.

More specifically, the Bank has established the following banking

products offered to customers:

ESTIA Fixed/Mixed Mortgage Loan:

•

Flexible

mortgage

loan

with

a

low

monthly

fixed

installment and an option to choose a fixed interest rate

for entire duration of the loan or a certain initial period.

ESTIA Renovate:

•

Low-interest mortgage loan for repairs and renovation of

homes, with the option of advance disbursement and even

100% coverage of the renovation costs (amounting up to

€20,000).

ESTIA Green:

•

Mortgage loan with favorable financing terms for new

homes EPC category B and above. Apart from repricing

variable interest rate, new mixed interest rate options

were made available, i.e., fixed interest rate for an initial

period and variable for the remaining loan duration.

ESTIA Privilege:

•

Flexible

loan

with

low

monthly

installments

and

repayment period for up to 40 years, to build, purchase or

repair homes.

37

Per Greek Law 5006/2022, Government Gazette 239/A/22.12.2022 and

Joint Ministerial Decision 189/2023, Government Gazette 1180/B/2023.

“SPITI MOU" Program:

•

New co-funded programme for granting low-interest or

interest-free mortgage loans to young people or young

couples with the purpose of acquiring a first home, with

the participation of the Public Employment Service (DYPA)

in the financing of the loans

37

.

For more information regarding ESG oriented lending products,

please refer to the sub-section “

Accelerating transition to a

sustainable economy - Green banking products for retail banking

customers and small businesses

” above.

•

Restructuring of retail banking loans (individuals & SMEs)

With a view to optimizing the handling of loan and advances to

customers that require special management and providing real

support to Greek businesses and the economy in general, the Bank

has established two dedicated and independent internal units, one

responsible for the management of the Bank’s retail loans (the

Retail Collection Unit (“RCU”)) and the other for the Bank’s

corporate delinquent exposures (the Special Assets Unit (“SAU”)).

The respective units seek to provide tailor-made restructuring

aiming to reduce the debt repayment obligations to sustainable

levels. Please refer to section “

Economic and financial review –

Business Overview - NPE management (Legacy Portfolio) &

Specialized Asset Solutions

”.

Enable

public health & well-being

2023 Highlights:

•

Incidence Rate (IR) at

0.36

•

34%

of central units’ staff work from home ("WFH")

•

Perform trainings and consultations

•

€0.5 million

sponsorships for health and sports

Health and Safety

Health and safety in the workplace and preventing any associated

risks remain a priority both for the Bank and the Group companies,

ensuring a safe working environment, enhancing the quality of

employees’ work experience, as well as ensuring the servicing of

our customers and other stakeholders of the Bank and the Group

without disruption.

In this context, the Bank conducts regular inspections to ensure

the appropriateness and adequacy of the existing standards of

health and safety in the workplace, ensures appropriate training

and consultation with employees on such issues, while it has also

prepared emergency plans aimed at preventing occupational

hazards and supporting employees in cases of violent incidents

(robberies and verbal/physical abuse).

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

116

The most important

actions

taken cumulatively in 2023 regarding

training and readiness on safety issues are listed below:

•

Participation of 4,944 Bank employees in the simulation drills

of an emergency event, as part of the intra-bank fire

protection measures framework.

•

Training seminars of 341 Bank employees on ﬁre safety issues

by local competent Fire Authorities.

•

Preparation of Emergency and Evacuation Plans (Greek Law

3850/2010) against ﬁre and earthquake risks, as well as 350

evacuation drills.

•

Further preparation of rescue and emergency escape plans

(Greek Law 3850/2010), in order to indicate escape routes and

exits in 375 NBG buildings/branches.

•

Mandatory e-learning courses "Bank’s Physical Security

Regulation in 60’" and "Physical Safety of the Branches" were

also available in 2023 to all Bank personnel.

•

A First Aid course was designed and offered with the support

of the Nursing Service Department of Evangelismos Hospital

aiming to offer experiential basic knowledge and core skills on

primary First Aid at work and basic life support (CPR) to 267

officers, responsible for Health and Safety of their Business

Units' Staff (1,335 people-hours of training).

Additionally, some

operational measures

to ensure the health,

safety and wellbeing of our people, associates and our customers

include:

•

Supporting employee and customer safety with ongoing

upgrading of the shuttering of the Bank's buildings and

branches, ATMs with technical interventions (security roller

shutters, fortiﬁcation of central safe facilities, ATM money

boxes, etc.).

•

Installation of deterrent ports/doors in the Branches.

•

Presence of security guards in selected branches and

installation

of

controlled

access

system

in

selected

administrative buildings.

The Bank, in implementation of Greek Law 3850/2010, puts into

effect its Regulation for the Protection of the Health and Safety of

NBG employees and informs them with every means at its disposal

in order to eliminate the risks related to their health and safety.

The Bank’s Health and Safety Framework (e.g., regulations,

procedures and measures) covers all the staff who have an

employment relationship with the Bank, as well as all of its

facilities.

Regarding hygiene and safety issues the Bank has set up the Health

and

Safety

Committee,

comprising

elected

employee

representatives, as well as a representative from the Bank, and

convenes on a quarterly basis. The Committee aims to improve the

working environment and the compliance with health and safety

requirements, and is responsible for:

•

Examining the working conditions in the Bank and especially in

every building housing the Bank’s employees.

•

Proposing measures to improve the working environment,

monitoring the observance of health and safety measures and

contributing to their implementation.

•

Collecting data on work-related accidents and days of illness

occurring in the workplace.

•

Submitting proposals to the competent administrative unit

within the Bank, while in cases of serious work-related

accidents or similar events, the Committee ensures that the

appropriate measures are taken to prevent them from re-

occurring.

•

Pointing out to the competent administrative units within the

Bank, hazards at the workplace and proposing prevention

measures, thus participating in the formulation of the NBG

Staff Health and Safety Protection Regulation regarding the

prevention of professional hazards.

•

Being up to date on the integration into the operations of the

Bank's Units of new production processes, machinery,

equipment and materials, on the operation of installations,

and on how all the above may affect the health and safety

work conditions.

•

Informing the Bank's executive management in case of an

immediate and serious risk, in order to take all the necessary

measures, without excluding even the shutdown of a machine,

installation or production process.

•

If deemed appropriate, the Committee may request the advice

of experts on health and safety issues at work, following

approval of the Bank’s executive management.

In this context, each employee has the right to express their

concerns about the safety of a task and has the right to refuse tasks

considered unsafe. There is also an available mechanism for

employees to submit relevant complaints. Complaints can be

either unofficial (submitted orally) or official (submitted via e-mail,

through the Bank’s complaints platform). The detailed process is

described in the relevant Complaints Management Policy.

Furthermore, the Bank assesses the occupational risks through

scheduled visits of Occupational Physicians and Safety Technicians

provided by an external specialist. It is noted that the Bank has a

documented Occupational Risk Assessment for all its buildings.

According

to

the

NBG

Workplace

Physicians

and

Safety

Technicians' observations-suggestions for 2023 (765 total visits by

Occupational Physicians and 804 total visits by Safety Technicians

in 379 buildings), there is no record of musculoskeletal disorders

or other similar diseases in the Bank's Units.

The Bank has also developed a Safety Regulation which

determines the roles, responsibilities and actions/procedures of

the Bank's officers involved in the prevention and handling of ﬁre,

emergencies and natural disasters.

In 2023, the

Incidence Rate (IR)

amounted to 0.36 (IR = (total

number of accidents / total working hours) x 200,000) (2022:

0.31).

Provision of Medical Care via NBG’s Personnel Mutual Health

Fund (TYPET)

The Bank provides its employees with medical care, that includes

a clinic with the capability of hospitalization with all the medical

specialties,

intensive

care

unit

("ICU"),

dental

clinic

and

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

117

physiotherapy, as well as an outsourced emergency hotline for

mental health issues.

Supporting employees who have experienced violent incidents

The Bank has procedures, programmes and actions to support

employees who have been traumatized by the experience of

violent incidents (such as bank robberies and verbal or physical

violence by customers), including among others:

•

Installation of Access Control Vestibules in the Branches.

•

Presence of security guards in selected branches and

corporate offices and/or installation of controlled access

system in other buildings.

•

Publishing of short guides for:

-

Prevention and management of robberies.

-

Course of action and behavior in case of robbery.

-

Actions subsequent to a robbery.

•

Programme for the psychological support of employees that

have experienced violent incidents.

Employee Psychological Assistance Programme

Since August 2021, the Bank offers, as benefit, the service of an

Employee Assistance Programme (“EAP”). The service is addressed

to all employees and their families on a 24/7 basis, operating

essentially as a helpline and provided by Hellas Employee

Assistance Programmes ("Hellas EAP"), a recognized mental health

organization.

This programme was renewed in August 2023 in an effort to

promote the wellbeing of our people during continuous/

persistent

circumstances

of

unprecedented

stress

in

the

workplace and beyond. Furthermore, we partner with Hellas EAP

psychologists and counselors in multiple online workshops

designed (among others) on mental health, wellbeing, stress

management topics, under the umbrella of “NBG Talks”.

Support for employees and their families

The Bank acknowledges that work-life balance plays a pivotal role

in employees’ performance and productivity. In this context, the

Bank has established and is implementing a range of beneﬁts and

relevant schemes for employees and their families, as following:

•

Leave for parent-school teacher meetings

: The Bank provides

leave

for

employees

to

attend

parent-school

teacher

meetings. In 2023, 2,676 employees (1,782 women and 894

men) were entitled to such leave, of which 2,449 employees

(1,704 women and 745 men) used it.

•

Leave for parents

of children aged up to 4 years

: The Bank

provides to the respective working parents an additional 2-day

special paid leave, irrespective of the number of children. In

38

Employees who made use of the right in 2023 starting in 2022 are also

included.

39

Each mother is entitled to 134 consecutive calendar days (19.1 weeks)

40

Each father is entitled to 14 business days.

2023, 776 employees (385 women and 391 men) were entitled

to such leave, of which 704 employees (356 women and 348

men) used it.

•

Maternity/Paternity

leave

:

The

Bank

provides

maternity/paternity leave to full-time employees in Greece. In

2023, 106

38

women working at the Bank were entitled to and

granted maternity leave

39

. In the aforementioned year, 87

men used the benefit of paternity leave

40

.

Moreover during 2023, 160 employees, (76 women and 84

men) became beneficiaries for receiving cumulative shorter

working hours, whilst 189

41

employees (152 women and 37

men) used the cumulative leave.

•

Other benefits include:

–

the option of flexi-time for employees;

–

provision of employee childcare during working hours;

–

general childcare allowance;

–

financial assistance for nursery school/kindergarten and

back-up childcare services;

–

ﬁnancial awards to employees' children for outstanding

school performance;

–

one-off ﬁnancial beneﬁt to its active and retired

employees

whose

children

are

accepted,

after

successfully passing university entrance exams, in a

university in a different city from their place of

residence;

–

a lump sum benefit (endowment) to children

42

;

–

special annual paid leave of ten business days besides

the regular days of leave to employees under specific

family conditions (i.e., who are parents of children with

disability);

–

in case of the hospitalization of their parents, 4-day leave

and of their child or spouse, a 6-day leave;

–

hires a child of a deceased active employee;

–

additional insurance coverage in the event of death or

accident (partial or total disability besides the obligatory

insurance in TYPET, EFKA, etc.;

–

additional beneﬁts available to the Bank's employees via

TYPET include the following:

•

financial support/allowance for the seriously ill. In

2023, the amount of €106 thousand was paid for

the support of seriously ill employees;

•

additional medical care support amounting to €4

thousand was paid to two beneﬁciaries;

•

summer

camp

programmes

for

employees'

children, subsidized with an amount up to €750

thousand.

41

Includes all employees who used the benefit, irrespectively to when

they became beneficiaries.

42

Relates to the employees that were member to the ex. Main Pension

Fund of the Bank (TSPETE).

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

118

Support for employees' families (€ million)

2022

2023

Childcare beneﬁts (nurseries, kindergartens)

3

Childcare allowance paid through payroll

4

Flexible working

Work from Home ("WFH") Framework meets our employees

increased needs for working from home, and also responds to

business needs in the post COVID-19 era. The WFH Framework was

implemented in early 2023 and promotes our employee’s work-

life balance through flexible working by providing the option to

work from home 5, 10 or 15 days per month. The 34% of central

units’ staff work under these three options.

In addition, we are planning to implement new office designs to

support the "hybrid" mode of operation of the Bank, i.e., team

members collaborating both from office and from home, providing

better working environment and optimizing the accommodation

costs of the Bank.

Employee evaluation via Performance Management

System

With regards to our Performance Management System ("PMS"),

introduced in 2021, we continued focusing on promoting fair and

meritocratic performance assessments, throughout the different

phases, within the annual cycle. Those phases include the following:

•

Target Setting for the year 2023 for all Bank employees

through a cascading process that emphasizes alignment

towards Bank’s strategic objectives.

•

Mid-year Review discussions for the year 2023, for all Bank

employees, focusing on constructive feedback sharing and

potential improvement actions for the remainder of the year.

•

Annual Evaluation for the year 2022 for approximately 6,400

Bank employees, focusing on constructive feedback sharing

and the developmental aspect of PMS.

•

Moreover, the Performance Review Committee continued

conducting review sessions of very high and low rating scores,

to ensure meritocracy and fairness in the performance

evaluation process.

Listening and communicating with our people

In the context of adopting a common culture across the organisation

and improving communication and information exchange between

employees and management, breaking down silos, and fostering

unity among teams and people, the Bank has developed new and/or

enhanced existing communication channels:

1.

Communication channels

NBG intranet

As part of the Transformation Programme and the broader

optimization of the Bank's systems and applications, we have

upgraded the Bank’s Intranet (accessible by all employees in the

Head

Office

and

Branch

Network

from

their

office

desktop/laptop) using cutting-edge technologies such as Azure

Cloud and SharePoint Online. This development offers new

features and a functional upgrade:

•

more flexible content management;

•

creation of a personalized area by adding as "favorites"

applications and site links that we use daily;

•

access outside the Bank's network via the internet;

•

more user friendly and slick design;

•

enhancing employees’ digital experience.

The Bank’s intranet is a central point where users can obtain

information, regulatory texts, useful guides and lists of Bank

applications and productive systems and announcements, as

well as access more easily existing BUs intranet sites from a

single hub.

HR intranet

HR intranet, launched in 2021, is the SharePoint cloud site

which is renewed on a daily basis and communicates NBG news

(announcements, press releases, information about NBG

initiatives and products, etc.), HR related issues, regulatory

documents and useful information on all HR related areas that

employees need to know about. All information related to

Onboarding,

Performance

Management,

Recruitment,

Training, open positions, e-forms etc., is also posted on HR

Intranet and is visible to all employees. Since it is a SharePoint

cloud site all NBG employees have access either from their work

desktop/laptop or from their personal electronic device.

HR e-mail account

Through the HR email account, announcements and directives

are released to NBG staff in a speedy, efficient and effective

manner. The content communicated via the HR e-mail account

relates to letters from the Chairman of the Board of Directors

and CEO, Bank announcements, financial results per quarter,

business units’ announcements to promote news related to

products and services, new IT optimizations/developments,

Flash News and newsletters, internal campaigns or any other ad

hoc news (other than announcements) related to Bank

initiatives, which need to be brought to the attention of

employees.

Employee Activation & Campaigns

Each year we aim to engage our people in purposeful activation

of various kinds that cultivate a positive climate, foster

togetherness, and enhance connectivity.

In 2023, we hosted an Internal Digital Event with 7,000

connected

employees

across

Greece

simultaneously,

introducing the Bank’s Rebranding first to our people.

Additionally, in October 2023 we launched the “Mental Health

Week 2023 @ NBG”, on the occasion of International Mental

Health Day in that month. For NBG this day was an opportunity

to enhance employee awareness, to consider the challenges

that consciously or unconsciously influence our lives, to help

reduce the stigma and prejudices that often hinder acceptance,

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

119

or to seek support, or social integration or even inclusive access

to social groups, work environments and proper mental health

care.

We created a dedicated page on HR Intranet with original

content related to “mental health”, videos, articles and surveys.

We also created a special NBG Infographic on mental health tips

and hosted related expert talks.

Furthermore, meaningful internal campaigns are built around

key topics that facilitate our Bank’s strategy. In 2023, we

created a short internal campaign about ESG awareness with

teasers and videos that were addressed internally to all our

people, starring the General Manager of Human Resources and

the General Manager Transformation, Strategy & International

Activities, highlighting the importance of ESG at all levels of the

business. The campaign was planned in line with the launch of

respective ESG training modules to maximize their impact

internally.

Employee Engagement Survey

We conduct Employee Engagement Surveys

approximately

every 12-18 months aiming to create a climate of two-way,

open communication and co-create with the participation of

our people an inclusive working environment that empowers

and supports. The survey period is followed by workshops at

team level for discussion of results and action planning

. The

completion of 2nd Employee Engagement Survey took place in

May 2022.

"ASK HR

”

"ASK HR" was launched by the Group Human Resources

in 2021

and remains the key service for employees to contact regarding

everyday enquiries.

Employees can communicate by email

,

phone

or electronic form,

as well as through the ASK HR

Intranet site, where useful FAQs on various topics have been

posted. During 2023, ASK HR received

18,444

questions (

11,516

phone calls

, 6

,

677

emails

and 251 forms

), of which 9

7

% were

answered within the same day.

Aiming to enhance transparency and open communication and to

disseminate our strategy and orientation to our people, a roadmap

of senior management touchpoints was prepared, by which

various actions were carried out, such as:

2.

Initiatives and actions during 2023 with the participation

of senior management

-

Visits of the management team to the Branch

Network and customer contacts.

-

Townhall meetings at General Division and/or

division

team level.

-

Senior management Roadshows.

3.

Annual Branch Network Meeting

A regular NBG event, that is held within the ﬁrst quarter of each

year, with the participation of managers from the Branch

Network and senior management. The purpose of this meeting

is to review the targets achieved in the previous year, and to

provide information on, and alignment with, the priorities that

have been set for the next year. A special moment is the award

ceremony in recognition of the efforts of the Branch Network.

4.

NBG

Flash News

NBG Flash News hosts news and special topics such as

campaigns,

senior

management

presence

at

forums,

sponsorships, and awards/successes during the year. It aims to

disseminate

special

news

items,

that

are

not

Bank

announcements, as such, in a dynamic and speedy manner

.

5.

Whistleblowing through internet and intranet

The purpose of these channels is to enable employees, the

Group companies, and other stakeholders to report issues that

indicate the

possible occurrence

of

serious irregularity

(whistleblowing).

6.

"ΝBG Talks"

NBG Talks is a platform of live talks

hosted by the Bank and

keynote speakers or

experts from the market which are

addressed to everyone here at NBG. The talks focus on topics

such as:

-

Efficiency in the work environment.

-

Cultivation of soft skills and mindset in the "new era".

-

Matters of well-being, parenting, etc.

During 2023, two NBG Talks (for employees and managers) took

place on the topic of “Mental Health Week 2023 @NBG”.

7.

NBG Online platform for

phygital

events

In 2023, Transformation Programme ceremonies and other

business events were carried out through our online events

platform, which supports both virtual and hybrid live events for

the Bank’s employees and its customers.

8.

Reporting of violent and harassment complaints

The Bank has in place a specific policy framework for the

prevention and containment of all forms of violence and

harassment at work, whether related to or arising from work

matters, and including gender-based violence, as well as sexual

harassment. Specifically, the Bank has implemented the NBG

Group Policy against Violence and Harassment at Work (see

section “

Governance - Acting with integrity: Our key Policies,

Codes & Practices

” for the respective policies), as well as the

NBG Group Internal Violence and Harassment Complaints

Management

Policy

regarding

cases

of

violence

and

harassment, thus providing a framework and overall guidance

on the reporting in good faith of any incidents of violence and

harassment at work. Complaints may be submitted via e-mail,

registered, confidential letter or through the HR intranet

website.

All complaints are taken seriously and investigated with full

impartiality and independence. The Bank assures that those

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

120

who make complaints will be protected from retaliation, and

that the personal data of all parties involved will be protected

through the implementation of the necessary technical and

organizational security measures.

Listening to the needs of our customers

In 2023, the Bank continued to conduct surveys aiming to better

understand its customers’ needs and to design action plans based

on their expectations. In this context, more than 35 consumer

research programmes were designed and implemented in 2023,

including both qualitative (focus groups and in-depth interviews)

and

quantitative

techniques

(interviews

through

email

or

telephone

and

online

panels).

The

consumer

research

programmes were conducted with external partners (research

agencies) or internal resources.

The consumer research programme included studies across four

different pillars, with the aim to provide insights on:

•

Customer Experience:

optimization of the experience

offered across different touchpoints and journeys.

•

Segments:

exploration

of

the

different

needs

&

motivations of NBG’s customer segments.

•

Market & Greek banks:

understand consumers’ social and

financial needs, and record perceptions related to the

image, offering and positioning of the Greek banks.

•

Product & services:

design of new propositions &

optimization of the current products and services, offered

across the different channels of the Bank.

Sponsorships for health and sports

Health

Demonstrating a profound commitment to both the broader

community

and

our

dedicated

workforce,

the

Bank

has

undertaken the sponsorship of Greek hospitals, by providing the

newest and innovative medical equipment and upgrading the

health services, especially in the field of proactive medicine.

Moreover, in the context of prevention and combating COVID-19,

NBG extended its assistance to TYPET in 2023 through the

provision of PCR tests, an initiative aimed at safeguarding the

health and well-being of our employees.

See also “Provision of Medical Care via NBG’s Personnel Mutual

Health Fund (TYPET)”, above.

Sports

The Bank continued its sponsorship to sports organizations and to

distinguished

individual

athletes

for

their

participation

in

international sports events. Specifically, throughout 2023, the

Bank continued the support of Miltos Tentoglou, Maria Sakkari,

Michalis Seitis, Kristian Golomeev, Spyridoula Karydi, Elina Jengo

and Christos Frantzeskakis.

NBG stands by these athletes in their endeavor to place Greece

firmly on the global sports map. Our aim is to support this new

generation of athletes, so that they can continue undistracted

their efforts to gain distinctions in major sporting events. To be a

global sporting champion is a highly demanding endeavor

physically, mentally and financially. Through their competitions

and awards, our young athletes generate admiration for Greece on

the international stage and embody the values of fair play and the

sporting spirit, as well as commitment to goals and achievement.

Support

prosperity through learning and

digital literacy

2023 Highlights:

•

€2 million

investments in internal and external learning

courses

•

184,609 people-hours in trainings

•

2.9 million

digital active users, regarding the “Engage”

stage of Bank’s digital strategy.

Training & Development

In 2023, Group Human Recourses intensified further its Talent

Development

efforts,

to

drive

organizational

performance,

productivity and results, by offering a wide variety of learning

opportunities, aligned with the strategic priorities of the Bank,

aiming to foster employee engagement and unleash human

potential.

Academies & Role-specific Learning Paths

A skills-based approach has been adopted in the last couple of

years, where role-specific expectations are tied to defined in-

demand skills. As a next step, relevant trainings are designed to

formulate comprehensive learning paths or Academies for the

development of those skills, ensuring functional expertise now and

in the future, and effective leadership to inspire, motivate, and

drive teams towards their shared goals.

In this context, and through the specialized

Corporate Academy

,

that is focused on the development of key Corporate and

Investment Banking roles, a four-day seminar was designed and

offered to c. 170 Corporate and Investment Banking Relationship

Managers and Credit Analysts. The course intended to cover a

critical skill gap regarding the preparation and writing of effective

credit approval documents that are clear, concise, consistent,

cashflow focused and supported by facts, including information

that is relevant for the decision-makers and highlighting key risks

and mitigants. It focused on the practical application of knowledge

learned and on competencies related to communicating key issues

through effective executive summaries by utilizing a multitude of

learning methods and tools such as practical group exercises,

assignments, case studies and valuable feedback from the Subject

Matter Experts and Trainers (c. 5,500 people-hours of training).

Comprehensive and specialized learning paths were also designed

to cover learning and development needs of key roles in critical

Bank domains and functions such as Internal Control, Segment Risk

and Control Officers and Technology.

As for the latter and for yet another year, particular emphasis was

placed on large-scale trainings for our IT Developers, aiming to

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

121

enhance cutting-edge skills, through the specialized learning paths

of our

IT Academy

, such as Programming Languages and

frameworks, Cloud Engineering and Computing, Software and

Applications

Engineering,

Data

management

and

Business

Intelligence skills (including large-scale data), in order to support

and further accelerate our Bank’s digital transformation, improve

customer experience and help our organization make informed

decisions, create more effective strategies and streamline

operations (5 Learning Paths and c. 200 participants and 9,000

people-hours of trainings).

Moreover, we continued the development of a sales culture and

relevant skills within our

Branch Network Relationship Managers

population, to support them in their new advisory role, boost their

confidence and consequently their performance and achievement

of results. The fundamental principles behind the design of our

Learning Paths, were the adequacy of technical knowledge

(product, services and/or procedures) to leverage expertise, the

adoption of a customer-centric approach and entrepreneurship

orientation, the promotion of excellence in customer service and

experience as well as competence in communication and building

relationships of trust and mutual value.

More specifically, a detailed mapping of Mass Segment Branch

roles was carried out throughout 2023, in-demand skills were also

identified, an extended skills gap analysis was performed to c.

1,800 Mass employees and Managers, and new personalized

learning journeys were designed, based on formal training, social

learning tools and on-the-job training, to boost team collaboration

and exchange of experience.

Accordingly, a smaller-scale training plan was developed for the

role of Premium Customer Segment’s Relationship Manager while

it will be gradually extended for the role of Business Banking

Relationship Managers.

Based on the above, a total of more than 8,000 participations of

Branch

Network

Relationship

Managers

was

recorded

in

corresponding learning activities throughout 2023 (a total of c.

97,000 people-hours of training).

More specifically, in 2023 the following training programmes were

implemented for Branch Network Officers:

•

Sales Skills Development (Integrity Selling): three-day seminar,

attended by 870 employees, combining live classroom

training, live online experiential webinars and microlearning.

•

Excellence in Customer Service: separate experiential courses

targeting employees and Team Leaders, attended by a total of

300 officers.

•

Role

onboarding

&

orientation

programs

for

c.

100

Relationship Managers.

•

Investments Academy Program: designed to provide advanced

banking and investment knowledge and expertise to 60

selected Premium Banking RMs and further develop their skills

in asset management and investment solutions through a wide

range of topics and tools (financial environment awareness,

investment products, basic investment principles, sales skills

and best practices).

•

Video Banking, Digital Banking.

•

Product trainings (e.g., Bancassurance, Dual Card, etc.).

Additionally, and in order to successfully engage Branch Managers

in

the

on-going

challenge

of

activating

Branch

Network

Relationship Managers’ sales mindset and capabilities, special

emphasis was placed on the development of key leadership skills

of Branch Network Managers with a view of strengthening their

management, coaching and influence skills so that they can guide

their teams effectively to overcome challenges and achieve

success in delivering the best possible results (c. 200 Branch

Managers with 7,700 people-hours of training).

ESG & Sustainability

The implications of the ongoing climate transition are a challenge

for all companies and banks. In NBG, we strongly believe that

beyond ECB’s expectations regarding banking sector’s readiness to

manage climate-related and environmental risks, it is a moral

obligation but also a major strategic priority, fully aligned with our

Bank’s Purpose and Values, to raise awareness on corresponding

implications for the planet, our Βank and our clients, to enable an

ambitious sustainability transformation journey and a successful

ESG cultural shift. In this context, an ESG Awareness Programme

was launched and delivered. The ESG Awareness Programme was

also included in our Bank’s Transformation Program. For the first

time, 28 Executive Committee members (CEO, General and

Assistant General Managers), 100 Business Unit senior managers

& managers and 190 middle management Officers from the

commercial, risk areas and regulatory compliance areas,

were

trained in parallel and sometimes together in blended groups (top-

down approach), through a variety of training methods (seminars,

webinars, workshops and e-learning) with a focus on:

•

building acute awareness on the existing sustainability

regulatory framework impacting the bank and expertise on

climate transition fundamentals, risks and opportunities;

•

leading the market in sustainable energy financing;

•

accelerating the transition to a sustainable economy;

•

role-modelling environmentally responsible practices.

Selected commercial, risk teams and regulatory compliance teams

were also introduced to the key concepts, regulations and

frameworks that must be integrated into the sustainability

strategy of financial organizations and detailed content (on

transition assets & sectoral decarbonization approaches) was

delivered to help shape business decisions. All teams took

ownership of sustainability challenges through brainstorming and

working sessions on climate-related topics. Business opportunities

in the climate and environmental space were identified and

prioritized including new assets and clients to finance and new

products to launch.

At the same time, a new mandatory e-learning course was

launched for all Group personnel to ensure that the whole

organization was on board and moving in the same direction,

building awareness on the major environmental challenges and

their implications for the planet, themselves, the Group and its

clients.

The

entire

training

programme,

with

more

than

2,500

participations, resulting in 7,000 people hours in training, was

supported

by

a

dedicated

communication

campaign

that

reinforced the engagement of the participants.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

122

In addition to the above-mentioned large-scale top-down training

initiative, numerous other programs were offered to our staff from

a variety of Business Units (including the Internal Audit Function)

aiming to amplify ESG awareness as well as building necessary

expertise in all ESG dimensions such as factor analysis, integration

and reporting skills and modelling approaches of C&E risks.

Other Learning & Development actions

Furthermore, large-scale and priority developmental actions were

launched in 2023 for key populations, supporting the Bank’s

Transformation Agenda.

Within this context, a strategic priority was the development of

Project Management skills to a population of c. 330 staff members

across various levels, with a key role in the Bank’s transformation

or other important projects. Through this initiative, we also

supported in creating a “community” that interacts and works on

the basis of a common approach and methodology and in

accordance with modern principles of Project Management (c.

7,000 people training hours).

The enhancement of digital skills of our staff continues to be a

priority, thus more than 1,400 people hours in training were

devoted to the development of Data Engineering & Business

Intelligence capabilities (incl. Power BI) and keeping up with trends

in digital innovation.

Leadership competencies development is critical for driving the

evolution of NBG towards a dynamic, adaptive, and customer-

focused bank and improving overall business performance. More

than 1,700 people hours in training were devoted to help our

employees from various hierarchical levels to lead themselves and

their teams confidently in a changing and challenging environment

(c. 160 participants).

At the same time, trainings through various methods (video-based

asynchronous courses, live online webinars and traditional

classroom training) enabled c. 1,450 Branch Network and Central

Operations Units participants to be familiarized with Cosmos, the

new Core Banking System, which supports and manages Corporate

Loans and other Credit Lines, and successfully adopt this major

systemic change (c. 4,650 people training hours).

Other trainings targeting selected officers, who deal with product

and process design, on the basic principles of customer experience

management,

the

improvement

of

business

processes,

performance, and quality assurance were also a priority, aiming at

increasing the degree of our organization’s response to our

customers’ needs and subsequently the satisfaction rate from

their interaction with various service points.

Moreover, new additions in our offering for the development of

Operational

Risk

Management

Framework

skills

(key

risk

indicators (KRIs), Risk and Control Self-Assessment (RCSA), GRC

Platform, system etc.) of targeted roles contribute to the effective

identification and mitigation of various operational risks.

Finally, new mandatory e-learning programs were made available

relating to Cyber-Security and Business Continuity principles, while

other e-learning programs on work ethics, the whistle-blowing

policy and internal control continued to be available to all Group

Personnel, significantly backing our efforts to establish a

respective culture among our people.

Training programs based on international professional

certiﬁcations

The Bank provides ﬁnancial support to its employees in order to

encourage participation in training programs that lead to role-

specific

international

professional

certiﬁcations,

such

as

Association of Chartered Certified Accountants (ACCA), Chartered

Financial Analyst (CFA), Certified Internal Auditor (CIA), Committee

of Sponsoring Organizations-Internal Control Certificate (COSO-

ICC), Certified Anti-Money Laundering Specialist (CAMS) etc. In

2023, we had 45 participations in professional certiﬁcation

programs.

These

mainly

included:

Project

Management

Professional (PMP), Certified Anti-Money Laundering Specialist

(CAMS), Committee of Sponsoring Organizations-Enterprise Risk

Management

(COSO-ERM),

Certified

Information

Privacy

Professional

-

Europe

(CIPPS/E),

Information

Technology

Infrastructure Library (ITIL).

Accreditation of professional skills required under the

applicable legal framework

The Bank, in compliance with the regulatory framework, provides

to its personnel the appropriate training in order to acquire and/or

renew certifications of their professional competence. These

certifications allow them to provide services in business banking,

insurance intermediation, investment products and services, etc.

In 2023, 378 employees participated in the suitability certification

exams for persons providing investment services and acquired 300

relevant certificates, while 179 employees participated in (re)

insurance intermediation exams with a success rate of 53%.

As per the relevant legal framework concerning re-certification of

already accredited individuals in investment services, a total of 288

certiﬁcates (types A1-D) held by NBG employees were renewed in

2023, through the successful participation in the Hellenic Banking

Institute's (Hellenic Bank Association) respective e-seminar.

Furthermore, with the aim of updating professional competence

of certified insurance intermediaries on an annual basis, two new

e-seminars were made available, namely "Insurance Products” and

"Pre-Contractual Information and Insurance-based Investment

Products". Following the successful completion of a total of 15

hours of training each, 2,812 insurance intermediaries renewed

their accreditation within 2023.

Training data

2022

2023

Number of courses run

1,329

A

682

A

Participation in in-house training courses

46,398

28,025

Participation in outsourced seminars

4,976

7,200

Total participation in training courses

51,374

B

35,225

D

Training people-hours

211,058

B

184,609

D

Average training hours per employee

C

30.78

B

27.83

D

Training expenditure (€ million)

2

Note:

A

The number for 2022 concerns the total number of training sessions

run (incl. 75 available e-Learning courses), while for 2023 concerns

distinct course titles.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

123

B

14,530 training people-hours (4,516 participations) that concern other

employees - associates were not considered. The unique participants

amounted to 8,017.

C

the breakdown of calculation is: Total training hours (people-hours) of

employees in Greece/total number of employees in Greece.

D

8,382 training people-hours (1,930 participations) that concern other

employees - associates were not considered. The unique participants

amounted to 6,801.

Supporting digitalization and digital literacy

The Bank offers a wide range of products and services throughout

the digital customer journey, from digital onboarding to digital

value-added services and tools that boost customer engagement,

to digital products that meet personalized customer needs.

In 2023, the Bank enriched the digital banking offering with new

products and functionalities, such as a complete credit card

offering with new design, a simplified customer journey, a new

prepaid card and also the new Flexy virtual credit card with Buy-

Now-Pay Later capabilities. Also, Payday loan allows customers to

receive part of their salary or pension in advance, thus covering

any need for liquidity and serving the customer, at the time of

need.

The Bank also enriches the solutions it offers in investment

products, through Digital, offering Mutual Funds acquisition and

time deposits with duration, 1, 3, 6 and 12 months.

In tandem with our dedication to customer security, the Bank

implemented

advanced

security

measures.

Notable

enhancements

include

the

introduction

of

Three-Factor

Authentication and block user functionalities, providing an

additional layer of protection against fraudulent attempts.

Customers also have advanced card management features (freeze

card or specific transactions) and account security settings (block

transfers from their accounts).

Additionally, the Bank unveiled an appointment booking system

through

Internet

Banking,

further

contributing

to

the

enhancement of the digital customer journey and the overall

upgrade of digital customer experience, allowing customers to

schedule meetings with Bank representatives via Video Banking,

by phone or at the Branch. Presently, the Video Banking service is

exclusively available to our business and premium banking

customers, providing them with a personalized and technologically

advanced channel for engaging with Bank professionals.

Furthermore, in 2023, the Bank launched a new application, NBG

Business Mobile Banking, designed exclusively to address the

needs of business and corporate customers for seamless financial

monitoring and easy approval/completion of their transactions

(e.g., FX

transactions, card

management features, instant

notifications, etc.). Moreover, the Bank enabled end-to-end digital

onboarding for new self-employed customers via NBG Mobile

Banking.

Looking forward, the Bank intends to maintain its leading market

position in digital banking, through continuously enriching its list

of digital products and services, focusing on active users and their

engagement with the Bank. The Bank intends to achieve this

objective by redesigning the internet banking platform dedicated

43

By reference to the 12 months period ending 31 December 2024.

to Business and Corporate customers, enhancing functionalities

and products offered via the new business mobile banking

application, and offering a new revamped mobile banking

application for Retail customers and launch a new application,

aiming to attract the youth segment (18-30 years old).

The use of Internet and Mobile Banking continued to increase

rapidly in 2023. The number of users registered with NBG's digital

channels (Internet and Mobile Banking) surpassed 3.9 million

(+7.4% y-o-y), active users reached 2.9 million (+6.8% y-o-y), while

transactions through digital channels increased by 9.6% y-o-y. It is

noted that, as part of its commitment to financial health and

inclusion in the context of the UNEP-FI PRB, the Group has set a

target of reaching 3 million digital active users by the end of

2024

43

, a target which is almost competed.

For more information regarding the acceleration of digital

transformation and new digital functionalities, please refer to

section “

Key Highlights

”.

Promote

Greek heritage, culture and

creativity

2023 Highlights:

•

Over €4.2 million

sponsorships programme for Culture,

Communities, Environment (including NBG Cultural

Foundation (MIET)

•

€12.5 million

for the restoration of fire and flood-

impacted areas of Thessaly.

The Bank standing by its commitment to social support during

2023, continued its sponsorship programme in line with the three

pillars of the "RESPONSIBILITY" CSR Action Programme:

Culture -

Society - Environment

.

The aggregate amount disbursed by NBG Group for sponsorships

in 2023, including the completion of the prior year projects,

amounted to €4.2 million (net value), of which €2.3 million refers

to the annual support for actions of the NBG Cultural Foundation

("MIET").

The one-off amount of €12.5 million relates mainly to the

restoration projects and development of new infrastructure in the

Thessaly region following the catastrophic results of storm

“Daniel”, as part of the €50 million support to be provided by the

four Greek systemic banks in total, at the initiative of the Hellenic

Banking Association (see above subsection “Investing in society

and environmentally responsible actions -

Restoration projects and

development of new infrastructure in the Thessaly region

”).

•

Culture

Culture initiatives

At NBG, we support activities that showcase the national heritage

and promote culture by enhancing and promoting actions and

endeavors that highlight history, arts and creativity. Respecting

the past, we contribute to the safeguarding of knowledge and pass

it on from generation to generation. The archives and collections

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

124

of our Historical Archive and our Cultural Foundation (MIET)

include valuable documents of the Bank and other companies,

institutions and individuals, which are accessible to students, the

academic community and the general public.

In 2023, the Bank supported the following culture initiatives:

•

the

Sani Festival

and the

Sani Gourmet

, which took place in

the summer of 2023, at the Sani Hotel;

•

the 9th

International Molivos Music Festival

, themed

"COEXISTENCE," held in the summer of 2023;

•

the non-profit organization

"DIAZOMA"

, to enhance its

operations and assist to the implementation of its activities,

including the protection and promotion of ancient venues of

performance

(theaters,

concert

halls,

stadiums,

amphitheaters);

•

the 8th International

Documentary Festival of Kastellorizo

with the theme "Beyond Borders," held in the summer of 2023

in Kastellorizo, under the auspices of the President of the

Hellenic Republic;

•

the 2nd

Patmos Chamber Music Festival

, held in the summer

of 2023 in Patmos;

•

the

theatrical performance

"

The Revenge of Melito" by

Christoforos Christofis.

NBG Cultural Foundation (MIET)

The NBG Cultural Foundation (MIET) continued to have a

remarkable presence in the fields of publications, collections and

cultural events through a series of significant exhibitions and

publications.

MIET, with its distinguished actions, claims a worthy leading role

in Greece’s cultural life.

NBG Historical Archive

Particularly noteworthy, is the NBG's Historical Archive, an

important centre of documentation regarding the economic,

political, cultural and social history of the country, which brings

together a complete historical archive, with time limits almost

identical with the existence of the modern Greek state. Today,

NBG's Historical Archive operates in the fields of archival,

historical,

research,

publishing

and

educational

activities,

pioneering in the implementation of new technologies regarding

the management of its archival material.

NBG Art Collection

In the context of its CSR, the Bank systematically supports the arts,

thereby contributing to the showcasing and protection of our

cultural heritage, while at the same time it endeavors to make its

collection accessible to the public by means of its participation in

exhibitions, publications, arts reviews, and television productions.

•

Community support programmes

Society/vulnerable groups

NBG continued its social policy, through actions aiming to upgrade

health services, development of social solidarity programmes, as

well

as

contributions

to

bodies

and

organizations

with

distinguished presence in the alleviation of social problems, and

support of vulnerable social groups and individuals. Specific

examples of bodies and organizations, supported by the Bank in

2023, include the following:

•

the NGO

"Mission"

of the Holy Archbishopric of Athens, for

offering meals to homeless people;

•

the

Relief Foundation of the Ecumenical Patriarchate

, the

actions of which aim, among others, to promote health, public

welfare, education and strengthening of civil society;

•

the Social Cooperative Enterprise

"Flower Power",

for the

support of the social integration of people with disabilities;

•

the

Association of Friends of the Patriarchal Great School

, and

"Melissa"

orphanage for girls, for hosting children in TYPET

summer camps during the summer season;

•

the

“LADIES RUN”

sports event;

•

the special center

"HARA"

which accommodates individuals

with severe intellectual disabilities, autism, and cerebral palsy;

•

the

“Color Bank”

created by Vitex, regarding the design of the

"2nd color donation", aiming to provide color material for the

immediate restoration of school buildings, affected by floods

in Thessaly.

Education, research, innovation, and scientific

excellence

At NBG, we recognize that science, research, and innovation are

the main drivers of economic growth and prosperity, as well as the

starting point of transformational change. In this context, the Bank

supports programmes and initiatives that promote innovation,

technological development and entrepreneurship as follows:

•

targeted scholarship programmes for bachelor’s and master’s

degrees in Greece and abroad;

•

various educational and research programmes;

•

awards and support for innovative ideas;

•

scientific meetings (conferences, workshops) covering a broad

spectrum of sciences;

•

publications, conferences and other events dealing with

investment and financial issues.

The actions below are some indicative programmes and initiatives

that NBG supported in 2023:

•

long-standing sponsorship of the non-profit organization

"ExcellenSeas" for two scholarships to students of frontier

islands to cover their academic studies costs;

•

the Fulbright Scholarship Program;

•

the Finance Club of the University of Macedonia for organizing

a student business planning competition;

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

125

•

the University of Patras awards ceremony, honoring its

distinguished students;

•

the University of Ioannina, for the scientific publication of 350

copies (volumes) on the topic of the Greek Revolution;

•

the Athens University of Economics and Business, for

organizing the two-day conference on entrepreneurship,

THINKBIZZ Academy.

NBG also supported various events, inter alia, the:

•

Hellenic Exporters Association for organizing their annual

conference on the topic: Redesigning the Map of Greek

Exports, the Target Countries of Greek Exports;

•

Upfront-Diversity

&

Inclusivity

Conference,

addressing:

Equality, Inclusion, Diversity, and Visibility in the workplace;

•

8

th

Delphi Economic Forum;

•

Exporters Association for organizing the hybrid conference

"Export Summit IX - Greek Exporters Hall of Fame, Honouring

our Partners";

•

Athens University of Economics and Business for organizing

the annual conference in Economics: "Conference on Research

on Economic Theory and Econometrics";

•

University

of

Piraeus

for

organizing

the

international

conference "Rethinking Economic Theory. An International

Workshop";

•

16th Annual RED Business Forum;

•

“Great Place to Work”, for the awards ceremony of the Best

Workplaces 2023;

•

10th Technology Forum;

•

10th Digital Banking Forum;

•

Athens Democracy Forum 2023;

•

Fin Forum and PRODEXPO 2023,

•

the Propeller Club, for organizing the first annual American-

Hellenic shipping gala;

•

the 27th Annual Government Roundtable by “The Economist”;

•

the 25th Annual Capital Link Invest in Greece New York Forum;

•

the 6th Athens Investment Forum, with the theme "The vision

of sustainable development and the challenges for the Greek

economy,"

Sponsorships for health and sports

Please see above under the sub-section “

Enable public health &

well-being

”.

Protecting the environment

In the context of CSR, the Bank is committed to continuing and

further enhancing its actions related to the environment and the

community at large, by affirming its key role in our country's

progress towards a better and more sustainable future.

Besides its own strategy and actions to support the sustainability

transition of the Greek economy, the Bank sponsors and supports

initiatives, that have substantial positive impact, with respect to

the climate and the environment. In 2023, such initiatives

included:

•

programmes and conferences that highlight the benefits of

sustainable

development

and

environmentally

friendly

technologies;

•

production of publications and digital content to enhance

environmental awareness and aiming to mitigate the effects of

climate change;

•

environmental preservation and sustainable development

actions of other non-profit organizations.

Please see for more information the sub-section “

Role modelling

environmentally responsible practices

”.

Foster

entrepreneurship and innovation

2023 Highlights:

•

€5.6 million

in start-ups through NBG Business Seeds

NBG Business Seeds is an integrated programme designed to

foster innovation and export-oriented entrepreneurship with

focus on Fintech and ESG. At the same time, it highlights ideas and

new projects through an annual Innovation & Technology

competition, educates and mentors teams participating in the

competition, but also provides infrastructure, networking, and

financing to startups.

All the participants of the competition receive information and

mentoring by the Bank’s executives and executives of selected

partners. Furthermore, participating teams have the opportunity

to present their idea, meet the other participants, as well as learn

more about the innovation support programmes provided by our

partners. Aside from the competition phase and the awarding of

the proposals, through the annual Innovation & Technology

Competition, emphasis is given to supporting selected proposals

that received a distinction.

During the 13 years of its operation and up to 2023, NBG Business

Seeds has authorized participations in the share capital of eleven

companies amounting to €2.5 million and has provided lending to

seven companies amounting to €3.1 million.

Finally, €0.6 million have been awarded to date to the 130 winning

teams

and

companies

in

the

Innovation

&

Technology

Competition.

Governance

NBG acknowledges its key role in the transition to a greener and

more sustainable economy by financing and/or investing in green,

social and sustainable projects. This role brings opportunities but

also risks that may have an impact on its operations. Strong

governance structure and processes provide the essential

foundation for long-term value creation and protect our investors’

interests. In this context, NBG has adopted an ESG governance

framework appropriate to the Bank’s current risk profile, business

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

126

model and size, internal organization structure and the nature and

complexity of its activities.

Actions taken and our progress

In line with our Government

Strategic

Theme for adhering to the

highest governance standards, important steps have been taken

towards the enhancement of the Bank’s internal practices (e.g.,

reporting

and

governance)

in

managing

Climate

and

Environmental issues and risks, and in adopting supervisory

requirements

and

recommendations

(see

section

“

Risk

Management

-

Management

of

Risks

-

Climate

and

Environmental Risk

”).

Specifically, the actions taken as per

Government

Strategic

Theme, is:

Adhere to the

highest governance standards

2023 Highlights:

•

69%

of Board of Directors are independent non-Executive

members

•

31%

of Board of Directors are female

•

80%

of the Board committee’s members are Independent

Non-Executive members

•

71%

of the Board Committees chaired and/or co-chaired

by a woman

•

“Best Corporate Governance Greece”, according to CFI

The Group adheres to high standards of corporate governance,

following the provisions of the applicable corporate governance

legal and regulatory frameworks and best practices. The Bank has

again received the “Best Corporate Governance-Greece” award for

2023

from

the

international

organisation

Capital

Finance

International (CFI)

44

, on the basis of the corporate governance

practices that it has in place.

Board of Directors’ composition

The Board is distinguished for its diversity in terms of gender, age,

nationality, education and subject matter expertise, while

maintaining a greater share of Independent Non-Executive

Directors than required by the minimum regulatory provisions by

Greek Law 4706/2020 on Corporate Governance of Sociétés

Anonymes. Specifically, the Board of Directors consists of 13

members, where in terms of gender representation, age,

nationality and their appointments, they are as follows:

# of Members

%

Gender

Female

4

31%*

Male

9

69%

Age

Under 50

1

8%

44

Capital Finance International enjoys the support of international bodies

and organisations such as the OECD, the European Bank for

# of Members

%

50 to 70

11

84%

Over 70

1

8%

Nationality

Greek

7

53%

Belgian

1

8%

Dutch

1

8%

French

2

15%

British

1

8%

Romanian

1

8%

Board of Directors’

composition

Chair (Non-Executive)

1

8%

Executive members

2

15%

Independent Non-

Executive members

9

69%

Non-Executive

member/HFSF

Representative

1

8%

Total Non-Executive

members

11

85%

*One Executive Member and three Independent Non-Executive Members

of the Board of Directors are women.

For Directors Nomination - Directors Suitability and Independence

Assessment, please see section “

Corporate Governance Statement

- D. Board of Directors and Other Management, Administrative and

Supervisory Bodies”

. Regarding the composition of our Board

Committees, the majority of the members are Independent Non-

Executive members (80%, see below table). Moreover, the

percentage of the Board Committees chaired and/or co-chaired by

a woman is 71% (see below table).

Board Committees

# of

members

Of which

Independe

nt Non-

Executive

members

Female

of which

chair

Vice

chair

Audit Committee

5

4

-

Board Risk

Committee

4

3

1

-

Corporate

Governance and

Nominations

Committee

5

4

-

1

Human Resources

and Remuneration

Committee

5

4

2

1

Strategy and

Transformation

Committee

5

4

1

-

Compliance, Ethics

and Culture

Committee

4

3

2

1

-

Innovation and

Sustainability

Committee

5

4

2

-

1

Total %:

71%

Reconstruction and Development and the United Nations Conference on

Trade and Development.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

127

It should be noted also that, in any case, the Bank’s purpose is to

ensure that areas of knowledge and experience required in

accordance with the Bank’s business activities are covered, while

at the same time being aligned with the provisions of the

applicable legal and regulatory framework.

More information regarding NBG’s organizational structure, other

significant positions/commitments held by the Board Members

and their tenures can be found on the following sources:

•

Bank’s

website

(Board

of

Directors)

https://www.nbg.gr/en/group/esg/corporate-

governance/board-of-directors.

•

Corporate

Governance

Code,

(https://www.nbg.gr/-

/jssmedia/Files/Group/esg/plaisio-etairikhs-

diakuvernhshs/en/CORPORATE-GOVERNANCE-

CODE_2023_.pdf?rev=4c7abfba51ce4279b4c662758879da77

&hash=7907E6E55C61362D4B463C9EB3704C0F&_gl=1*1xtqu

kj*_up*MQ..*_ga*MjYxNjQ2OTk5LjE3MDYxNjc0ODM.*_ga_4

4Y14P97V7*MTcwNjE2NzQ4Mi4xLjAuMTcwNjE2NzQ4Mi4wLj

AuMA).

•

In section “

Corporate Governance Statement -D. Board of

Directors

and

Other

Management,

Administrative

and

Supervisory Bodies

” and “

Corporate Governance Statement -

Board of Directors Committees”.

ESG Governance Framework

Through the ESG governance framework, at NBG the role of the

Board in ensuring the highest risk oversight standards, is explained

in the Bank’s effort to create transparent and effective oversight

over ESG issues, while the management is entrusted with the day-

to-day operations, business and longer-term strategic planning,

subject to board oversight.

Our current ESG Governance Framework is depicted in the

diagram below:

Management Body

Board & Board Committees

Management Committees

Board of

Directors

Board Committees

Innovation & Sustainability

Committee

Senior Executive Committee

Risk Committee

ESG Management Committee

Compliance, Ethics & Culture

Committee

Asset and Liability Committee

("ALCO")

Strategy & Transformation

Committee

Senior Credit Committee

Corporate Governance &

Nomination Committee

Provisions and Write-Offs

Committee

Human Resources and

Remuneration Committee

Audit Committee

Organizational Structure

1st Line of Defence

2nd Line of

Defence –

Risk

2nd Line of

Defence –

Compliance

3rd Line

of

Defence

Transformation & Strategy

Corporate Social Responsibility &

ESG Reporting Division

Risk

Functions

Strategic Risk

Management

Data Privacy,

Technology

& ESG

Compliance

Advisory

Division

Internal

Audit

Business Units (Corporate &

Investment Banking, Retail

Banking)

Other 1st Line Functions (Real

Estate, Finance/Procurement,

IT/Ops, HR, etc.)

The Group’s Board provides the necessary oversight across all ESG

matters. In this context, the Board has explicitly allocated duties

and tasks related to ESG risks among its seven Committees (see

above) for facilitating the development and implementation of a

sound internal ESG governance framework, with a focus on the

oversight and management of C&E risks. Within 2023, the Bank

further updated the Board Committee Charters, by elaborating

more responsibilities relevant to ESG issues.

The Board Innovation & Sustainability Committee came into force

in February 2022, to oversee the Group’s medium-to-long-term

ESG strategy, while the Board Strategy & Transformation

Committee

oversees

progress

on

relevant

Transformation

Programme initiatives and the Board Risk Committee oversees the

management of C&E factors across all risk types.

For more details for the Board of Directors Committees and their

key working for 2023, see section “

Corporate governance

Statement – Board of Directors Committees

”.

Our ESG Management Committee, chaired by the Chief Executive

Officer, set the direction in terms of ESG strategy and targets, and

provided oversight for key business initiatives and risks related to

ESG. For more details on the ESG Management Committee key

working for 2023, see section “Corporate governance Statement –

Management, administrative and supervisory bodied of the bank-

Executive Committees”.

Importantly, we strengthened our capacity and skills with respect

to ESG, with the appointment of specific roles and responsibilities

within existing organisational units, as well as the establishment of

new ESG-related teams. In this context, a new independent sector,

the C&E strategy Sector, was set up in December 2022 to define,

coordinate and monitor implementation of C&E strategy across

the first line business units and functions, including CIB, Retail

Banking, Real Estate, Procurement, HR, Marketing and Finance.

In addition, a dedicated team was established in 2022, within the

Group Strategic Risk Management (“GSRM”) Division under the

Group Chief Risk Officer (“CRO”), to monitor and manage C&E

factors across all risk types.

In December 2023, the Bank proceeded to organizational changes

to further strengthen the governance of its ESG strategy and to

address the upcoming regulatory requirements more effectively.

In this context, the pre-existing Corporate Social Responsibility &

Sustainable Development Division of the Bank & Group, was split

into two new Divisions: the Corporate Social Responsibility & ESG

Reporting Division and the Data Privacy, Technology & ESG

Compliance Advisory Division. By creating separate divisions, the

focus on the specific areas of expertise, alongside the clearly

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

128

defined roles and responsibilities, will lead to increasingly effective

and efficient operations in the context of ESG.

Τhe Corporate Social Responsibility & ESG Reporting Division of

the Bank & Group, is under the supervision of the General

Manager of Transformation, Strategy & International Activities. Its

main responsibilities include sustainability reporting, ESG raters’

assessments and communication, the formulation and execution

of the Group’s Social Strategy and the development of CSR

programmes, as well as coordination across the first line business

units and functions pertaining to these issues. Furthermore, the

Division closely works with the C&E Strategy Sector, aiming at

better coordination and a holistic approach on ESG Strategy,

within the responsibilities of the same General Manager.

Τhe Data Privacy, Technology & ESG Compliance Advisory Division

of the Bank & Group, operates within the Group Compliance

function, under the supervision of the General Manager of Group

Compliance and Corporate Governance. The objective of this new

Division, apart from monitoring of issues pertaining to personal

data and AI, is to enhance the monitoring of the respective

regulatory

framework

and

advise

on

its

implementation,

overseeing and assessing compliance and reputational risks

related to ESG and also conducting ESG due diligence for service

providers/suppliers.

Finally, the Group Internal Audit Function, audits procedures and

practices relevant to ESG across the first and second lines of

defence.

Acting with integrity: Our key Policies, Codes &

Practices

NBG ensures ethical factors are properly embedded when

conducting business. In this context, we adhere to several polices

and internal procedures by incorporating the applicable Greek and

EU legal and regulatory framework and best practices into the

Group’s operation.

The Bank’s Board of Directors is responsible for the approval of the

Bank’s policies and strategies and the supervision of their

application, including the Sustainability Policy and our ESG

Strategy (see respective sections above “

NBG Group Sustainability

Policy

” and “

ESG Strategy

”.

Other than the policies included in section “

Corporate Governance

Statement – A. Corporate Governance Code – B. NBG’s Corporate

Governance Key Policies and Practices”

), the key policies and

procedures that support our responsible banking practices and

mitigate social, governance and reputational risks are as follows:

i)

Responsible behavior

Code of Ethics

Last updated:

2023

Available on our

website:

https://www.nbg.gr/-

/jssmedia/Files/Group/esg/plaisio-etairikhs-

diakuvernhshs/en/NBG-CODE-OF-ETHICS-V2023-

ENG-10-

2023.pdf?rev=7fcdf98f2748438e8bf25304631ec27

1&hash=CEF559CDBB9EF699E38AF7E4B7588CB6

As defined within the NBG Group Code of Ethics, the Bank

constantly aims at ensuring equal treatment of all staff members.

The Bank:

•

Develops a meritocratic system for the assessment of

performance, promotions and remuneration of the staff.

•

Designs

and

implements

actions,

development

and

incentive systems aiming at the recruitment, selection and

further leverage of human resources.

•

Supports the constant improvement of the staff's skills by

holding significant training and educational programmes

for their professional development.

The Bank and the Group’s subsidiaries philosophy is founded on

respect for each employee’s personality. Ιn this context, the Bank

and Group companies express their commitment to observe and

promote values such as integrity, accountability, honesty,

transparency, trust, equality and high ethical standards in all

operations. To this end, the Group:

•

Without restricting the independence of employees,

fosters equality, diversity, respect and team spirit, in a

positive and fulfilling working environment.

•

Does not tolerate any kind of discrimination or offensive

behavior against one's personality (for example, moral,

sexual

or

other

kind

of

harassment,

intimidation,

persecution and other), or social exclusion or unfair

treatment due to nationality, race, colour, ethnic or social

origin, membership of a national minority, property, birth,

disability,

age,

sexual

orientation,

gender,

genetic

features, family status, religious or political views or

physical disabilities, veteran status, citizenship status,

marital status, or pregnancy.

•

Highly values the ideas and perspectives of employees

from different backgrounds and who possess diverse

talents and characteristics, which contribute to business

growth and ensures that equal opportunities are provided

to employees.

•

Aims at implementing measures that ensure equal

opportunities for all genders, including with regard to

career perspectives and improving the representation of

the underrepresented gender in management positions.

The Bank highly appreciates the importance of ethics and ethical

behavior. Therefore, the relevant issues are escalated to Board of

Directors level. Specifically, as it is described in the charter of the

Board Compliance, Ethics & Culture Committee, its purpose is to

assist the Board of Directors in performing its duties in respect of

enhancing the internal ethics culture and business integrity, by:

•

ensuring that the highest standards of ethics and integrity are

applied throughout all of the activities of the Bank in

accordance with international best practice; and

•

overseeing senior management’s efforts to foster a culture of

ethics and compliance within the Bank and the Group, to

enhance the internal ethics culture and business integrity and

to discourage unethical behavior.

The NBG Group Code of Ethics is periodically reviewed, integrating

new principles, updating and enriching the context of the

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

129

respective Code, as well as redesigning the format of the Code, so

as to facilitate a better understanding of the rules of conduct and

obligations arising from the regulatory framework. In this context,

specific sections of the Code of Ethics, i.e., on Personal Trading and

Whistleblowing, were updated in 2022 and 2023, respectively.

It should be noted that throughout 2023, there were no completed

legal actions concerning anti-competitive behaviour and there

were no violations of anti-trust and monopoly legislation or any

monetary losses, as a result of business ethics violations. In

addition, there were no critical concerns raised or communicated

to the Board of Directors.

Respect of human rights

The Code of Ethics sets out clearly the ethical moral principles

and values, as well as the rules of conduct upheld by the Bank

and Group. To this end, the Bank, is aware of its responsibility

to respect human rights, meaning avoiding infringing human

rights of others and addressing such impacts, where they

occur, and shows zero tolerance to forced and child labor.

For the 7th consecutive year, the Bank’s participation in the

International Index Bloomberg Gender Equality Index (GEI),

proves the constant dedication to ESG issues, as well as its

commitment to continue and strengthen gender equality

initiatives and eliminate all forms of discrimination (see section

above “

ESG indices & ratings

”).

The Bank’s policies on gender equality, non-discrimination

(such as pay, education and development, benefits, etc.) and

its corporate culture for labor equal opportunities were

assessed for Bank’s inclusion in the Gender Equality Index.

No incidents of discrimination have been recorded or reported

across the entire NBG staff and no complaints have been filed

by employees or third parties on discrimination incidents.

Code of Ethics for Financial Professionals

The Code of Ethics for Financial Professionals sets out the key

ethical obligations and standards of conduct applying to

persons who are involved

in the

procedures for the

preparation,

compilation

and

submission

of

financial

statements and other financial disclosures of the Bank and the

Group companies.

Its main purpose is to promote ethical conduct, including the

prevention of situations where there is actual or potential

conflict of interest, to promote transparency and ethical

conduct during the performance of Financial Professionals’

duties, as well as to ensure compliance with the applicable

regulatory framework, complete and accurate preparation of

financial statements and any other financial disclosures, timely

submission of internal reports in the event of the Code’s breach

and binding of Financial Professionals, to comply with the

provisions of the Code and the ethical rules underlying the

regulatory framework applying to the Bank and/or the Group

companies.

Policies for the Prevention of Conflict of Interest

The Bank and the Group companies place emphasis and take the

appropriate measures to handle cases that may cause or lead to

conflict of interest within the context of the services they provide.

With the purpose of preventing real or potential cases of conflict

of interest, the Bank and the Group have adopted the following

Policies:

•

Policy for avoiding Conflicts of Interest for Board Members,

senior executives and other related parties of NBG (last update

in 2023, and non-publicly available).

•

Conflict of Interest Policy that sets out the framework for the

prevention, detection, and management of conflict of interest

between the Bank, the Group, and its customers, as well as

among the customers themselves, during the provision of

investment and ancillary services. For further details please

see below “

Policies for the proper provision of Investment and

Insurance Services

”.

•

Policy for Connected Borrowers of the Bank and the Group in

Greece, which establishes the basic rules applying in extending

credits and in the treatment of forbearance and restructuring

requests concerning loans of Connected Borrowers (last

update in 2023, and non-publicly available).

Further details regarding the Bank’s Codes and Policies, the related

parties’ transactions and the disclosures in compliance with the

provisions of Article 6 of Greek Law 4374/2016, regarding

transparency

in

the

relationships

between

banks,

media

companies

and

sponsored

persons,

are

included

in

the

“Disclosures on a group level of article 6 of Greek Law 4374/2016

”

of this Annual Financial Report.

Whistleblowing Policy

Last updated:

2023

Available on

our website:

https://www.nbg.gr/-/jssmedia/Files/Group/esg/NBG-

GROUP-WHISTLEBLOWING-POLICY-

ENG.pdf?rev=973598ee8be346b79992c483282cc839&hash

=A26629E95EB69747846202D2954FCD00

NBG has adopted the Whistleblowing Policy for the Bank and the

Group, through which, procedures are established for the

submission of confidential reports or comments by any party,

anonymously or not, regarding behaviour of the Bank and the

Group's executives which might indicate the existence of

misconduct, serious irregularity or violation of Greek and EU law,

as well as the Bank’s internal Policies and Procedures. In 2023, the

Whistleblowing Policy was revised with a view to further

strengthen the existing procedures for the submission of

whistleblowing reports and the protection of whistleblowers in

compliance with the provisions of Greek Law 4990/2022 on the

"Protection of persons reporting breaches of Union law". Further,

in compliance with the requirements of the aforementioned Law,

the Head of the Group Corporate Governance Division was

appointed as the Receiving and Monitoring Reports Officer

(hereinafter the “RMRO”) for the Bank.

The Compliance, Ethics and Culture Committee of the Bank’s

Board of Directors (see section “

Corporate Governance Statement

– D. Board of Directors and Other Management, Administrative

and

Other

Supervisory

Bodies

”)

is

responsible

for

the

establishment

and

the

continuous

monitoring

of

the

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

130

implementation of these procedures, which ensure confidentiality

and secrecy of the reports or comments received.

During 2023, in total 11 substantial reports of potential

misconduct, breach or serious irregularity were received through

the available whistleblowing channels of the Bank and were

further investigated by the RMRO and the competent NBG Units

and, where required, also reviewed by Internal Audit. It should be

emphasized that no evidence was identified to verify the existence

of

an

irregular

activity

incident,

yet

in

certain

cases

improvement/corrective actions were taken by the Bank.

Contact details for the submission of whistleblowing reports

are

available

on

the

Bank’s

website

(https://www.nbg.gr/en/group/esg/corporate-

governance/whistleblowing).

NBG Group Policy against Violence and Harassment at

Work

Last updated:

2021

Available on

our website:

Not public

The development of a working environment that respects,

guarantees and promotes the right of every person to work

without violence and harassment is a commitment and priority for

the Group of Companies of the National Bank of Greece.

In this context, the purpose of the Policy is to create a specific

framework for the prevention and control of all forms of violence

and harassment that may occur at work, whether related to or

arising

from

work,

including

gender-based

violence

and

harassment, as well as sexual harassment.

It is noted that the Policy is in accordance with the provisions of

the International Labor Convention No. 190 for the elimination of

violence and harassment in the world of work, which was ratified

by Article 1 of Greek Law 4808/2021, as well as the provisions of

articles 2 et seq. of Greek Law 4808/2021.

NBG Group Internal Violence and Harassment Complaints

Management Policy

Last updated:

2022

Available on

our website:

Not public

To the same direction, and in order to best implement the Group’s

commitment to tackling and – ultimately – eliminating violence

and harassment in the workplace, the Bank implements the

Internal Violence and Harassment Complaints Management

Policy, which provides guidance on the credible reporting of an

incident or incidents of violence and harassment at work.

In general, the Bank encourages all those involved in the scope of

the Policy to report any form of violence and harassment that

occurs during, or is associated with, the work, including violence

and harassment due to gender and sexual harassment as soon as

it comes to their notice. These reports can be made anonymously

or signed through the established whistleblowing channels.

Accordingly, the Bank is committed, both through the Policy and

through

its

other

procedures,

to

ensure

the

complete

confidentiality and protection of the complainant. All complaints

will be taken seriously and investigated with full objectivity and

independence. The Bank assures that those who make complaints

will be protected from retaliation, and that the personal data of all

parties involved will be protected through the implementation of

the necessary technical and organizational security measures.

•

Training Programmes on Ethics and Business culture

Mandatory

learning

programmes

on

the

NBG

Group’s

applicable Code of Ethics, which, focus, among others, on

bribery, corruption issues, and Whistleblowing Policy, are

provided to all employees of the Bank.

All personnel have access to the internal e-communication

network of the Bank (intranet), through which they are able to

get prompt and full information on all key matters regarding

Group’s developments and operations, including internal

communication announcements, internal circulars, policies that

the Bank has in place etc. More specifically, the relevant

learning programmes include:

•

NBG Group Code of Ethics:

The Code of Ethics e-learning programme, ensures that the

principles and requirements of the Code are properly

understood and implemented by the Bank’s personnel, and

incorporates the latest provisions of the Code, as well as the

Bank’s Purpose and Values and the application of high ethical

standards in all of NBG’s operations.

The revised “NBG Group Code of Ethics” e-learning course has

been offered for mandatory attendance to all NBG employees

since 2021 and is available to all NBG Group staff including

new hires. This course provides a clear framework for all

Group employees, who are expected to behave and work in a

way that ensures respect for the human rights of internal and

external customers (i.e., personal data, racial or other

discrimination, etc.). The course provides that unconscious

bias is not acceptable at NBG, and for that reason includes a

specific section on raising awareness. Since 2021, more than

6,840 participants were trained and the course is always

available for anyone that may wish to re-attend.

NBG’s zero tolerance to sexual harassment is also embedded

in the "Code of Ethics" e-learning course.

•

Whistleblowing Policy for the Bank and the Group

The Whistleblowing Policy e-learning course has been offered

for mandatory attendance to all employees since 2021.

Following the recent update of the NBG Group Whistleblowing

Policy in compliance with Greek Law 4990/2022, as also

mentioned above under the relevant section, the e-learning

course is currently under revision to align with the changes in

the Policy. The e-learning course content is expected to be

finalized within 2Q.2024.

•

Αnti-fraud,

anti-money

laundering

and

regulatory

compliance

In 2023, NBG continued its efforts to enhance anti-fraud and

anti-money laundering culture, whereas regulatory compliance

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

131

issues were a priority once more through various training

initiatives.

Significant examples of such initiatives are the specialized

mandatory e-learning courses regarding policies for anti-money

laundering ("AML") and countering the financing of terrorism

("CFT"), and are available to all NBG Group personnel, as well

as new hires. Furthermore, the Bank hosted numerous in-house

targeted training events regarding the enhancement of

compliance culture throughout the organization.

More than 1,600 participants were trained during 2023

regarding the aforementioned agenda.

ii)

Combating financial crime

Anti-Bribery and Anti-Corruption Policy

Last updated:

2021

Available on

our website:

The policy is not public. For the respective

statement

see:https://www.nbg.gr/en/footer/compliance-in-

the-bank-and-the-group-companies/combating-

financial-crime/financial-crime-policy/anti-

corruption-bribery-policy

Aiming to further strengthen the commitment to the ethical values

and credibility of the Bank and the Group and recognizing the

negative consequences of its possible involvement in bribery or

corruption events that could jeopardize both its reputation and its

interests, NBG has set in force the Anti-Bribery & Anti-Corruption

Policy of the Bank and the Group. The Board of Directors is

responsible for approving the relevant policy, as well as overseeing

its implementation and periodic assessment.

The Anti-Bribery and Anti-Corruption Policy has been set according

to the requirements of the legal framework for combating bribery

and corruption, as well as the international best practices and

guidelines of international organizations and bodies for preventing

and combating financial crime (OECD Financial Action Task Force,

FATF, Wolfsberg Group, etc.).

The revised Anti-Bribery and Anti-Corruption Policy was circulated

in the Bank in June 2021 and respectively communicated to the

Group’s entities in Greece and abroad for their own actions.

The Anti-Bribery and Anti-Corruption Policy applies to all activities

and operations of the Group, irrespective of their jurisdiction,

country or business, including all activities performed by any Bank

Unit, Group subsidiary or affiliate company, as well as by agents,

consultants or others acting on behalf of or in co-operation with

the Group. More specifically, the Anti-Bribery and Anti-Corruption

Policy:

•

establishes the basic principles of the Bank and the Group

Companies for preventing and combating bribery and

corruption;

•

applies to all third parties who provide services for or on

behalf of the Group;

•

applies wherever the Group does business;

•

aims to manage, monitor and address all types of bribes that

can take place within the context of the Bank’s operations

(e.g.,

Procurement,

Credit,

Branches,

payments,

disbursements etc.);

•

aims to be embedded in the NBG Group’s culture and its

people’s behavior and attitude.

In addition to the above, the Compliance Risk Governance and

Monitoring Division in 2023 monitored three risk indicators

targeted to Anti-Bribery and assessed the Anti-Bribery and Anti-

Corruption risk. The results of these exercises identified no

material issues.

Finally, the Bank is certified with the international standard ISO

37001:2016

(in

process

of

renewal)

for

its

anti-bribery

management system.

It is important to note that, in 2023, there were no identified cases

of employee corruption.

Anti-fraud Policy

Last updated:

2017

Available on

our website:

Not public

The Bank, as all credit institutions, is exposed to the risk of fraud

and illegal activities of any type, which, if not addressed in a timely

and effective manner, could have negative effects on its business

activities, financial condition, results of its activities and its

prospects for success. Through the Anti-fraud Policy, and taking

into account the obligations stemming from the institutional, legal

and regulatory framework, at a national and international level,

the Bank aims at:

•

Defining specific principles and rules for the prevention and

combating of fraud and developing a single business conduct

for its handling.

•

Raising awareness and vigilance of Group employees for the

detection and avoidance of actions related to fraud.

•

Encouraging the submission of confidential reports on

suspicions of fraud, through appropriate communication

channels that ensure the protection of the persons and the

proper investigation of the reported incident.

•

Developing systems, procedures and control mechanisms that

help to promote prevention and combating of fraud.

Policies for combating money laundering

and terrorist financing issues

The Bank and the Group consider of primary importance the

prevention and combating of money laundering and terrorist

financing phenomena (Anti-Money Laundering / Counter-

Terrorist Financing – (“AML/CFT”)), through the use of their

products and services. These actions are contrary to the

fundamental values and principles governing the conduct of

the business activities of the Group and lead or could lead to

undesirable consequences, with a significant impact on the

Bank and the Group companies’ reputation, as well as on the

interests of its customers, shareholders and staff, exposing the

Group to an unacceptable level of associated risks.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

132

For this reason, and in compliance with applicable regulatory

requirements for the prevention and combatting of AML/CFT

issues, the Group has adopted the following Policies:

•

AML/CFT

Policy,

which

incorporates

the

Customer

Acceptance Policy

The Group AML/CFT Policy and Customer Acceptance Policy is

now in a process of being reviewed and updated, in order to

effectively incorporate the current developments in the

legislative and regulatory framework both at national and at EU

level, as well as to include procedures already adopted by the

Bank, especially regarding the use of digital channels for the

establishment of new business relationships, all the important

international trends regarding the assessment of ML/TF risks

and targeted provisions related to financing of terrorism.

AML/CFT Policy on Cross-border correspondent banking

relationships

•

Our

AML/CFT

Policy sets the context, the basic principles

and the regulations for the protection of NBG and the

Group’s companies, in compliance with the current

regulatory requirements for the prevention and combating

of ML/TF phenomena, upon entering and during the cross-

border correspondent relationships with foreign banks.

•

Main targets of our

AML/CFT

Policy regarding the cross-

border correspondent bank relationship are the following:

•

To establish an adequate, harmonized and effective

framework, through which, the principles, the regulations

and

the

standards

that

govern

our

cross-border

correspondent bank relationship will be set and notified to

the Group at the same time.

•

To ensure our compliance with the requirements of the

supervisory authorities with respect to combating ML/TF

in the context of our relationships with the correspondent

banks.

•

To prevent the imposition of penalties and criminal and/or

administrative sanctions on NBG, due to direct or indirect

implication in ML/TF affairs.

•

To recognize and effectively manage the risks that may

arise from our cross-border relationship with another

credit institution, as well as to take timely and appropriate

measures to prevent the use of our services for ML/TF

purposes, with the ultimate goal to safeguard our

reputation.

In a move to enhance regulatory compliance and stay aligned

with the evolving financial landscapes, our AML/CFT Policy on

Cross-border

correspondent

banking

relationships

was

updated during 2023, in order to incorporate all the current

applicable regulatory framework and the EBA guidelines, new

responsibilities of the competent Bank Divisions, red flags for

Financial Institutions in a risk sensitive basis and updated

enhanced due diligence measures regarding the handling of

relationships with Financial Institutions of higher risk.

•

The NBG Group Sanctions Policy

The NBG Group Sanctions Policy is one more evident step of

the Group’s commitment to comply with all laws, regulations

and decisions related to sanctions. The Policy describes the

required criteria and the systemic controls that the Group

already adopts and implements in order to handle sanctions

and restrictive measures efficiently and effectively.

•

The NBG Group Policy for Virtual Assets

The NBG Group Policy for Virtual Assets, which incorporates all

the currently available national and international guidelines

and legislation, supplements the AML/CFT Policy of the Bank

and aims to identify, assess and effectively manage -via

commensurate measures- the ML/TF risk connected to Virtual

Assets.

The adoption of the above-mentioned Policies ensures

compliance with the applicable regulatory requirements of the

Supervisory Authorities on combatting ML/TF, averts the

imposition of criminal and/or administrative sanctions against

the Bank and the Group companies, on the basis of direct or

indirect involvement in ML/TF issues and protects the Group’s

good reputation, by taking timely and appropriate measures

that will prevent the use of its services for ML/TF purposes. The

Policies are accompanied by the necessary procedures,

guidelines and systemic implementations and are supported by

appropriate IT systems for the continuous monitoring and

identification of suspicious or unusual transactions or activities,

aiming at the mitigation of ML/TF risks that are emerging in the

Bank.

Policy on Donations, Sponsorships, Charity Contributions

and other Actions of the Group

Last updated:

2016

Available on

our website:

Not public

The NBG Group has developed and implemented, since May 2016,

Policy on Donations, Sponsorships, Charity Contributions and

other Actions of the Group. This Policy aims, among others, at

setting specific principles and rules concerning actions related to

donations, sponsorships, charitable contributions, scholarships

and other related activities in the context of this Policy, at ensuring

high level of ethics on donations, complying with the applicable

legal and regulatory framework regarding actions that fall into the

scope of this policy (e.g., transparency), as well as adopting

procedures that promote transparency in NBG Group’s donations.

According to the Policy, the NBG Group shall not undertake and /

or participate in actions to support political organizations, parties

or movements. The Bank does not make grants and donations to

political parties and does not offer contributions or other facilities

to public office candidates or political parties or other political

bodies. This Policy applies in parallel, complements and is

complemented by the provisions set out in other Group Policies,

such as the Conflict of Interest Policy for Senior Executives and the

Anti-Bribery Policy.

Furthermore, in accordance with international best practices

related to donations, sponsorships and other related actions and

in compliance with the provisions of Article 6 of Greek Law

4374/2016 regarding transparency in the relationships between

banks and media companies and sponsored persons, the Bank

discloses information on all payments made within the relevant

fiscal year, to media companies and sponsored persons.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

133

iii)

Acting with responsibility towards customers

Customer protection & Marketing practices

In its endeavor to remain fully compliant on an ongoing basis

with its legal and regulatory requirements, the Bank places

special emphasis on the provision of accurate information to

customers and ensures, through its staff and procedures,

transparency and objectivity.

Responsible practices on informational/promotional

activities

The Bank follows specific control procedures, prior to the

implementation of any informational/promotional activities

concerning existing and/or new products and/or services,

which provide the necessary information to customers. In this

context, during 2023 all the Bank's promotional and advertising

activities, were reviewed by the Compliance Function and the

Bank’s Legal Function, in terms of their content, presentation,

and

recipients,

according

to

the

legal

and

regulatory

framework

regarding

consumer

protection,

transaction

transparency and personal data protection.

Moreover, the Bank ensured that its communications and

promotional material are consistent with the provisions of the

applicable

legislative

and

regulatory

framework,

and

particularly the Hellenic Code of Advertising-Communications,

and the provisions on unfair competition.

Launching new products & services and updating of existing

ones

In its endeavor to ensure full adherence with legal and

regulatory requirements at all times, the Bank implements a

procedure for controlling newly launched products and

services, according to the regulation for the introduction,

modification, withdrawal of the products and services of the

Bank. In this context, product characteristics are checked

regarding regulatory compliance while the contents of

contracts, as well as terms of use and forms providing pre-

contractual information, that are intended for contractual

agreements between the Bank and its customers, are updated

(on the basis of current guidelines, legislation, and optional

rules on communication and marketing, or relevant business

decisions) by the Bank’s Legal Services and the Bank’s and

Group’s Compliance function, aiming to provide customers

with complete and accurate information on the characteristics

of our products and services.

In addition, the New Products Committee was set up in 2013

and is operating to ensure full compliance of every new

product and service, with the applicable legislative and

regulatory framework, as well as compatibility of the new

products and services with the risk appetite and capital and

liquidity management framework of the Bank.

Pre-contractual information

The general information documents on the Bank's retail loan

products and services are posted on the Bank’s website so as

to be easily and instantly accessible to any party interested in

obtaining information prior to signing any agreement.

In addition, by means of the precontractual information

leaflets, handed out to customers, in line with the applicable

legislative and regulatory framework on the provision of pre-

contractual information, customers are informed on the

individual features of the products offered, as well as the terms

and provisions under which they can obtain such products.

Strategic Communication Committee

With a view to coordinating the actions required to promote

the Bank’s corporate identity, the Bank has established the

Strategic Communication Committee. The Committee’s duties

include the approval of programmes regarding the promotion

of the Bank’s corporate image, products and services, as well

as the evaluation of proposals for the best development of the

Bank’s website and alternative channels as a means of

marketing its products and services.

Customer complaint Management

The

Bank’s

unwavering

commitment

is

the

continuing

enhancement of cooperation with its customers and the delivery

of exceptional service. In this context and in order to facilitate

the submission of customer complaints, comments, suggestions,

the Bank provides this option on a 24/7 basis and has made

available a variety of channels to its customers, such as:

•

an electronic complaint, comment or suggestion form,

accessible through the Bank's website;

•

a printed complaint form, available in all Bank's Branches,

as well as;

•

the possibility of communicating via email or by letter.

Moreover, the Bank ensures that all relevant stakeholders

engaged in the complaint management process, participate in

regular meetings aimed at refining and enhancing the Case

Management Tool ("CMT") system.

Complaints Handling Policy of the Bank and the Group

Last updated:

2021

Available on

our website:

Not public

To effectively manage customer complaints, the Bank has

introduced the Complaints Handling Policy of the Bank and the

Group which sets out the key rules and principles that govern the

handling of complaints in respect of products and services

provided. Furthermore, the specialized Client Conduct Sector of

the Group Business Regulatory Compliance and Client Conduct

Division, operates as the Complaints Handling Function aiming at

the implementation of the Complaints Handling Policy, ensuring

the investigation of complaints which are submitted either directly

by the Bank’s customers or by other bodies / Supervisory and

other Authorities, in an impartial manner, as well as their

resolution by minimizing any potential conflicts of interests and

within the deadlines, according to the provisions of the current

regulatory framework.

Given the importance of the appropriate handling of complaints

the Bank has established a reporting line at Board level. In this

context the Compliance, Ethics and Culture Committee of the

Board of Directors shall:

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

134

a.

be responsible for monitoring on an ongoing basis the

implementation of the Policy and the processes established

within its context,

b.

evaluate on a regular basis the adequacy and the effectiveness

of the Policy and be responsible for submitting any

recommendations to the Bank’s Board of Directors for its

review, upon proposal of the Group Business Regulatory

Compliance and Client Conduct Division, whenever required,

depending on any changes in the legal and regulatory

framework,

c.

proceed to further assessment of the analysis of the

information deriving from complaints handling, especially

regarding significant risks associated with or arising from the

complaints handling, and take the measures or corrective

actions required, following relevant recommendation by the

Group Business Regulatory Compliance and Client Conduct

Division

.

Policies for the proper provision of Investment

and Insurance Services

The Bank recognizes the need to maintain and operate

effective organizational and administrative arrangements in

order to act honestly, impartially, and professionally in the

provision of investment or, as the case may be, ancillary

services to clients as well as in insurance distribution activities

so as to best serve their interests.

The

Bank

provides

the

investment

services

of

receiving/transmitting and/or executing orders on behalf of

clients

in

relation

to

financial

instruments/investment

products, and not, the investment services of portfolio

management and investment advice.

To ensure compliance with the requirements of the EU

regulatory framework on markets in financial instruments

(Directive 2014/65/EU on markets in financial instruments/

MiFID II, as incorporated into Greek legislation with Law

4514/2018) and on the distribution of insurance products

(Directive 2016/97/EU on the distribution of insurance

products, as incorporated into Greek legislation with Law

4583/2018), the Bank has established a number of Policies,

amongst others, the “Best Execution Policy”, the “Conflicts of

Interest Policy”, the ”Policy for the Control of Marketing

Activities for Financial Instruments & Insurance Products”, the

“Financial Instruments & Insurance Products Governance

Policy”

and

the

“Suitability

Policy

on

Insurance-based

Investment Products”.

Best Execution Policy

The Bank implements the Best Execution Policy which sets out

the basic principles governing the receipt and transmission of

orders to third parties and the execution of orders on behalf of

clients. The Bank systematically monitors the implementation

of this Policy and evaluates its effectiveness. With this Policy, it

is able to demonstrate, whenever requested, that it is

implementing all sufficient and enforceable measures foreseen

by the relevant legislation to achieve the best execution of

orders for all financial instruments whether traded on trading

venues or over-the-counter. This Policy is implemented in

accordance with the Law 4514/2018 for all transactions where

the Bank receives and/ or transmits orders to third parties or

executes orders on financial instruments for its clients who

have been categorized as “Retail” or “Professional” according

to MiFID II regulatory and legislative framework.

Conflicts of Interest Policy

In the context of sound, secure, transparent and effective

provision of investment and/or ancillary services and insurance

distribution activities, including insurance-based investment

products, on behalf of clients, the Bank and the Group have

established, implemented and maintained in written form the

Conflict of Interests Policy concerning the identification and

management of cases that lead or likely to lead to conflict of

interest within the Bank, the Group and clients, or among the

clients themselves.

The Conflict of Interest Policy aims at providing clients with

high-quality investment, ancillary services and insurance

distribution activities, and to prevent or manage conflicts of

interest.

Policy for the Control of Marketing Activities for Financial

Instruments & Insurance Products

The Bank implements this Policy, in compliance with the

current legislation, in order to ensure effective control of the

marketing communication of its investment products and/or

ancillary services, as well as insurance products provided to its

clients and potential clients. The Bank ensures that the

marketing communication is fair, impartial, decent, clear,

intelligible, sincere, and not misleading.

Financial Instruments & Insurance Products Governance

Policy

This Financial Instruments & Insurance Products Policy sets out

the basic principles of product governance for issuers and

distributors of financial instruments and insurance products

that the Bank must follow when operating as an issuer and

distributor of investment products and as a distributor of

insurance products.

The Bank ensures that relevant staff participating in the

distribution of financial instruments and insurance products

possess

the

necessary

expertise

to

understand

the

characteristics and risks of the offered products and the

services provided as well as the needs, characteristics and

objectives of the identified target market. The Bank, as

distributor has in place adequate organizational arrangements

for receiving from the products’ manufacturers all relevant

information and understand each product’s features and

identified target market.

Suitability Policy on Insurance-based Investment Products

In the context of distribution of Insurance-Based Investment

Products (IBIPs), the Bank has adopted the Suitability Policy on

Insurance-based Investment Products, which complies with the

applicable

regulatory

and

legislative

requirements

and

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

135

especially with the provisions of Greek Law 4583/2018 on the

distribution of insurance products.

In the context of IBIPs distribution, the Bank conducts a

suitability assessment and offers advice, which is reflected in

the suitability statement. During the suitability assessment, the

Bank obtains from the customer or potential customer, such

information as is necessary for it to understand the essential

facts and to have a reasonable basis for determining that its

advice

(personal

recommendation)

to

the

customer

is

consistent with such information. The said information relates

to the customer’s financial standing, including that person’s

ability to bear losses, knowledge and experience in the field of

insurance-based

investment

products,

and

investment

objectives, including risk tolerance and any sustainability

preferences.

The Bank takes every measure needed to ensure the

consistency, reliability and accuracy of the information

received

from

customers.

Accordingly,

customers

are

encouraged to provide the information required for the

suitability assessment.

iv)

Responsible approach for the protection of

personal data and data security

NBG Group Enterprise Information Security Policy

Last updated:

2022

Available on

our website:

Not public

The NBG Group Enterprise Information Security Policy is

supplemented by an extensive set of Information Security

Procedures and Guidelines (Information Security Management

System), based on international standards, compliance regulations

and best practices.

It should be noted that, the Bank has been certified by the

internationally

recognized

ISO/IEC

27001:2013

standard

to

manage information security which includes requirements for

establishing,

implementing,

maintaining,

and

continually

improving an information security management system (ISMS) in

order to identify potential threats, evaluate their impact, and

develop appropriate mitigation strategies. The scope of ISO

27001:2013 certification is the Bank’s and the Group’s companies

IT Infrastructure and Services. Please also see section “

Risk

Management- Other Risk Factors – Cyber security

”.

Personal Data Management

NBG recognizes and attaches particular importance to the

obligation of both the Bank and its Group companies to comply

with the applicable legislative and regulatory framework, in

general, on the protection of natural persons to the processing

of personal data. The Bank and its Group companies collect and

manage specific information, which concerns their employees,

shareholders, customers with whom they maintain any kind of

business relationship, persons with whom they maintain a

customer relationship, and third parties in the context of any

relationship

other

than

those

mentioned

above.

This

information, which contains personal data, is managed in a

lawful manner, regardless of the means of collection or

storage, ensuring compliance with the current legislative and

regulatory framework and the provisions for confidentiality.

Personal Data Management Policy

Last updated:

2022

Available on

our website:

Not public

NBG has adopted the Personal Data Management Policy, which

has been reviewed within 2022 and approved by the Board of

Directors.

By means of this Personal Data Management Policy, the Bank aims

to:

•

ensure compliance of the Bank and its Group companies

with the applicable legal and regulatory framework

regarding the management of personal data;

•

strengthen the information governance system at Group

level and ensure that management of information

containing personal data is carried out in accordance with

the provisions of the applicable local legislation in the

countries where the Group operates;

•

ensure the protection of personal data in the context of

integration of the Group’s systems functions;

•

clearly define the principles and rules governing the

processing of personal data that come to the knowledge of

the Bank and its Group Companies in the context of a

business or other relationship, in order to protect the

rights and fundamental freedoms of natural persons and

particularly their privacy;

•

raise staff awareness and provide guidelines for the

avoidance of actions that could lead to administrative, civil

or criminal penalties for violation of the provisions of the

applicable national and European legislation on the

protection of personal data;

•

safeguard the reputation and credibility of the Bank and

the Group.

The Personal Data Management Policy:

•

is binding on the Bank and the Group companies as it

establishes the basic principles that govern the processing

of personal data;

•

is binding on all members of the Board of Directors, senior

executives, employees of the Bank and the Group

companies, and in general all persons employed in the

Group either by employment contract or otherwise

(including Management Advisors, Special Associates, Staff

of companies associated with the Bank or the Group

companies);

•

is binding on all third parties that provide services to the

Group or in the name and on behalf of the Group (including

partners, intermediaries, agents and any other persons

who cooperate with the Group under outsourcing

agreements or otherwise);

•

covers all activities of the Group in Greece and abroad,

including all operations carried out by any Bank Unit, by a

subsidiary or an associated Company, agent, advisor or

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

136

third party acting on behalf of or in collaboration with the

Group;

•

covers all forms of processing that are carried out in the

context of servicing the operations of the Bank and the

Group companies and relate to the maintenance of either

physical or electronic data.

Training Programmes on Personal Data Protection

To educate and familiarize the Bank personnel with data

protection issues and raise their awareness, a dedicated e-learning

programme

has

been

developed,

which

is

reevaluated

periodically, while specific reference to data protection issues is

included in seminars that are addressed to the Bank’s personnel

regarding the Bank’s products and services.

v)

Responsible supply chain management

Outsourcing Policy

Last updated:

2022

Available on

our website:

Not public

NBG maintains the strategic option to outsource some of its

operations/functions/activities (partially or fully) to Service

Providers and/or to provide products and services through third

parties. Such cases are ruled by the provisions of its Outsourcing

Policy and the relevant Outsourcing Procedures. The Outsourcing

Policy, defines and specifies the involvement of the Bank’s Units,

in all stages of the life cycle of outsourcing agreements, from the

design

of

outsourcing

agreements,

their

implementation,

monitoring and management, documentation and other issues.

Through the adoption and implementation of the Outsourcing

Policy, NBG among others:

•

Complies

with

the

relevant

legal

and

regulatory

framework.

•

Achieves more efficient and effective management of

outsourced activities.

•

Achieves more efficient and effective identification,

assessment and management of risks deriving from and

connected to its outsourced activities (third party vendors

outsourcing arrangements).

•

Applies efficient and effective controls and enables

immediate initiation of risk mitigating actions.

•

Establishes and maintains outsourcing risk awareness,

identifying significant relevant risk exposures within the

Group.

The Outsourcing Policy, among other controls, has enacted a

dedicated questionnaire for the evaluation of ESG risks of Service

Providers/Third Parties, and relevant assessments are being

carried out.

Outsourcing procedures

Standing by its longstanding commitment to responsible

operations, NBG has adopted policies, regulations and

processes which are given formal substance in relevant Codes

of Conduct ensuring transparency and impartiality as well as

avoidance

of

conflicts

of

interest

in

its

supplies

and

implementation of technical projects. NBG uses a Suppliers

Relationship Management System (SRM-SAP), which facilitates

cooperation with its suppliers representing most of the

business sectors. Pursuant to the institutional framework, all

parties involved in procurement and technical projects must be

aware of and conform with the Bank’s and the Group’s Code of

Ethics, which also applies to purchasing and technical projects.

The Bank reviews and evaluates its suppliers (in terms of

quality, certifications, respect for human/employee rights, etc.)

on

an

ongoing

basis.

Regular

sample

qualitative

and

quantitative controls are carried out for every order and

delivery of goods/equipment, etc.

In 2023, there were no confirmed incidents where contracts

with business partners were terminated or not renewed due to

violations related to corruption. All prospective suppliers are

under the obligation to comply with Corporate Social

Responsibility requirements (documenting compliance by

sending relevant supporting material), as these are stipulated

in the relevant EU Directives, on issues such as:

•

Environmental protection

•

Child labour

•

Work health and safety

•

Social equality/solidarity.

All NBG suppliers resulting from tender procedures comply

with this obligation. Based on the above, it is estimated that c.

97% of the suppliers, associated with the Bank, have been

assessed with regard to environmental criteria as well.

Furthermore, the Bank has developed:

i.

a supplier bribery risk assessment through a specially

designed questionnaire, where the Bank assesses the

bribery/corruption risk its Third Parties may pose to the

Bank; and

ii.

NBG Group’s Outsourcing Policy where among others

enacts the ESG questionnaire for the Service Providers/

third parties.

vi)

Responsible approach to tax

The effective collection of taxes is a key component of an

orderly, well-governed state operation, with the fair allocation

of the tax burden being one of the state’s principal

contributions to society. The NBG Group is subject to income

tax, which is paid duly and on time.

The NBG Group's primary principles regarding tax compliance

are to:

•

handle tax issues in accordance with best international

practices, guidelines (including OECD Transfer Pricing

Guidelines) and EU legislation (EU Directives);

•

act under transparency;

•

render taxes in a responsible and effective manner;

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

137

•

maintain

good

cooperative

relations

with

the

Tax

Authorities based on the principles of transparency and

mutual trust;

•

adopt safe handling on tax matters, in particular by

avoiding abusive tax planning, by rejecting transactions

which have no economic or commercial substance;

•

avoid

the

creation

of

non-transparent

corporate

organizational structures;

•

do not promote or even encourage tax avoidance, both for

their own transactions and for those of their customers;

•

do not provide tax advice to their customers.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

138

Information about Article 8 of the EU Taxonomy Regulation

EU Taxonomy Disclosures

The Commission Delegated Regulation (EU) 2021/2178 of 6 July 2021, supplementing Regulation (EU) 2020/852 of the European Parliament

and of the Council, specifies the content and presentation of information to be disclosed by undertakings subject to Articles 19a or 29a of

Directive 2013/34/EU, concerning environmentally sustainable economic activities, and states the methodology to comply with that

disclosure obligation. More specifically, it establishes the criteria for determining whether an economic activity qualifies as environmentally

sustainable and incorporates an obligation that companies subject to the Non-Financial Reporting Directive (“NFRD”), including financial

corporations, must disclose how their operations align with the EU Taxonomy.

The Taxonomy Regulation is a key component of the European Commission's action plan to redirect capital flows towards a more sustainable

economy. The primary aim of the Taxonomy is to help investors identify environmentally sustainable investments.

As per the Taxonomy Regulation, credit institutions are required to disclose information and relevant KPIs based on the scope of their

prudential consolidation. These disclosures should focus on how their financing and investments contribute to environmental objectives, the

degree of alignment with the EU Taxonomy, and the significant adverse impacts of investment decisions on sustainability factors. The uniform

application of these disclosure standards is intended to enhance transparency, facilitating informed decision-making for investors and users

of the Financial Statements.

In particular, starting from January 1st, 2024, credit institutions are required to disclose the Green Asset Ratio (“GAR”) KPI and KPIs for off-

balance sheet exposures regarding financial guarantees to either financial or non-financial undertakings and assets under management, as

per the Delegated act 2021/2178. Additionally, credit institutions should assess their exposures to economic activities related to fossil gas

and nuclear energy according to Delegated Regulation 2022/1214.

GAR KPI illustrates the percentage of the Group's assets dedicated to financing and invested in economic activities aligned with the EU

Taxonomy, relative to the total covered assets, excluding exposures to Sovereign, central banks and trading book.

The GAR for the Group for 2023 is 1.8% and 3.4% based on Turnover and CapEx, respectively. For both eligibility and alignment ratios

calculation the NBG Group evaluated the relevant criteria for the two environmental objectives of Climate Change Mitigation (CCM) and

Climate Change Adaptation (CCA). Aligned amount included in the numerator of GAR refer to exposures to financial corporations, non-

financial corporations subject to NFRD, as well as exposures related to mortgage loans and repossessed assets. For both eligibility and

alignment assessment of financial and non-financial corporations, publicly available information was retrieved regarding the disclosed EU

taxonomy relevant KPIs, as well as for the number of employees and listing status of each counterparty, to determine NFRD perimeter.

Finally, the European Commission published, on 21

st

of December, an additional notice regarding the legal interpretation and implementation

of the provisions covering the technical screening criteria for Taxonomy-aligned economic activities set out in the Climate Delegated Act.

Those guidelines considered in relevant calculations and disclosures to the extent possible.

The eligibility ratio for the rest four environmental objectives, as per the Delegated Acts (Delegated Regulation (EU) 2023/2485 and Delegated

Regulation (EU) 2023/2486) released by the European Commission on July of 2023, was not calculated due to data availability constraints.

Appendix A includes the detailed analysis of exposures and calculations as per the EU taxonomy disclosure requirements.

Considerations

The level of GAR ratio is driven by a set of considerations and assumptions that play a pivotal role in determining the final figure, as highlighted

below:

•

Given the timing of the disclosure requirements, GAR calculation leverage on published eligibility and alignment ratios of the

counterparties for the financial year 2022, reflecting in most cases the latest available data. For financial corporations only eligibility

ratios were required to be disclosed in 2022 and therefore used in Group’s EU taxonomy assessment.

•

NFRD perimeter is limited compared to total Group’s portfolio since Greek economy incorporates a lot of unlisted and SMEs that are out

of scope of EU taxonomy assessment. Furthermore, in certain cases, non-financial corporations subject to NFRD regulations have

reported only eligibility ratios on the backdrop of the difficulty in applying the EU taxonomy criteria.

•

Currently, there is no publicly available registry in Greece regarding the properties’ energy performance information that could be used

as a source of mortgage portfolio alignment assessment by credit institutions. Also, there is lack of actual Energy Performance Certificates

(EPCs), as their issuance is mandatory only upon a transaction according to the provisions of the relevant EU Directives (Energy

Performance of Buildings Directive (2010/31/EU) and the Energy Efficiency Directive (2012/27/EU).

•

Collection of relevant and adequate documentation as evidence for evaluating the alignment of specialized lending, and, more

specifically, for conducting due diligence on the Technical Screening Criteria (“TSC”) for Significant Contribution and DNSH, as well as for

checking compliance with minimum social safeguards, is also proving a significant challenge.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

139

Other disclosures

Payments for donations, grants and sponsorships

According to Greek Law 4374/2016, art 6, par. 2, a report of the

payments for donations, grants and sponsorships is required.

Therefore, the net amount paid for the year and per legal

entity/beneficiary/individual, is already included in “

Disclosures on

a group level of article 6 of Greek Law 4374/2016 – Table 2

” of the

Group and Bank Annual Financial Report.

Country by Country report

According to Greek Law 4261/2014, art 81, a report of financial,

and other information is required for each country where the Bank

operates. Therefore, turnover, profit before tax, income tax,

number of employees and subsidies per country, are already

included in “

Disclosures of Greek Law 4261/2014

” of the Group

and Bank Annual Financial Report.

ESG annual reporting

The Group’s ESG annual reports cover its business activities in

Greece

and

present

the

key

sustainability-related

actions

implemented and their impact, as well as the Group’s targets and

commitments for the coming years. The ESG Report is prepared on

an annual basis in accordance with the applicable standards and

are addressed to all Group stakeholders, aiming to meet their

needs with respect to disclosures regarding the Group’s

contributions to sustainable development. The ESG Report is

subject to external independent assurance. The Group’s latest ESG

report

(available

at

https://www.nbg.gr/-

/jssmedia/Files/Group/esg/ESG_Annual_Reports/nbg-esg-report-

2022-en.pdf), covering the period from 1

January to 31 December

2022, was published in October 2023.

The NBG ESG Report 2023 will be published in 3Q.2024.

Relationship with shareholders and the financial

community

Our Investor Relations team maintains an active dialogue with the

financial community through conference calls, physical and virtual

meetings and by attending investor conferences throughout the

year. The engagement extends to institutional equity investors,

fixed-income funds, financial analysts and credit rating agencies so

as to communicate efficiently and effectively the country’s

economic outlook, the Group’s financial performance and

business strategy, ensuring equal and accurate treatment among

stakeholders.

Participation in major financial conferences and

events

In the context of actively communicating with the market, NBG,

represented by its top management CEO, CFO and Group Head of

Investor Relations, participates in a wide array of financial

conferences, events and roadshows hosted in major financial

centers in US, UK and continental Europe.

Meetings with investors

The Investor Relations team communicates with institutional

shareholders and investors also with regards to providing an

update

on

the

Bank’s

ESG

efforts

towards

reducing

its

environmental footprint, supporting the sustainability transition

of businesses and households in Greece and being the “Bank of

first choice” in financing RES projects.

In 2023, Investor Relations Division has held nearly 350 meetings

with equity and fixed income investors, physically and virtually.

Moreover, the Investor Relations team had a significant role in the

Divestment of HFSF’s 22% shareholding stake in NBG to

institutional and retail investors (for details see “

Key Highlights

”),

especially with regards to targeting investors, preparing the

required offering material and communicating with shareholders

and new investors through non deal and deal roadshows in the UK,

Continental Europe and the US.

Communication with analysts

Our team interacts on an ongoing basis with financial analysts,

domestic and international, communicating the Bank’s financial

performance and business targets. In 2023, a total of 17

investment banks and brokers covered NBG, out of which 16

assigned

an

Overweight

recommendation

on

the

stock,

recognizing the consistent and impressive results in our financial

performance, including with regards to the notable progress we

have achieved over the past few years in strengthening our

balance sheet and capital, and improving our profitability and

returns

to

our

shareholders,

despite

globally

challenging

conditions.

Hosting annual review meetings with rating agencies

We are holding multiple meetings every year with all major credit

rating agencies, covering in detail the Bank’s performance and

prospects, discussing our core banking business, operations,

financials, strategy, treasury, ESG and macro-outlook. In 2023, the

Bank’s rating was upgraded to ‘Ba1’ by Moody’s and ‘BB’ by S&P

and Fitch, all assigning a positive outlook.

Quarterly financial results presentations and press

releases

Following the end of every fiscal quarter, the Group announces its

financial results through the release of a detailed presentation and

press release posted on our corporate website. At the date of the

publication as is customary a conference call takes place, hosted

by NBG’s CEO, CFO and Group Head of Investor Relations to

present and discuss through a Q&A session the results with the

investor and analyst community.

2023 Results announcements

Dates

4th quarter results (2022)

14 March 2023

1st quarter results

23 May 2023

2nd quarter results

1 August 2023

3rd quarter results

7 November 2023

All financial data are subsequently uploaded on our website

(https://www.nbg.gr/en/group/investor-relations).

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

140

The site contains among others press releases, presentations,

Annual & Interim Financial Report, quarterly financial statements,

audio-visual files, Pillar III Reports and Offering Circulars.

2023 Annual General Meeting of Shareholders

Our Annual General Meeting of Shareholders (“AGM”) took place

remotely, in real-time via teleconference, on 28 July 2023.

Quorum actually recorded

The quorum was 79.67% representing 728,723,178 common

voting shares of a total of 914,715,153 common voting shares

(previous year: 75.65%).

The following table summarizes the resolutions approved and

voting results per Item:

Results of voting (%)

Item #

Yes

No

Abstained

Quorum

ITEM 1

A

: Board of Directors Report on the Annual Financial Statements of the Bank and the

Group for the financial year 2022 and submission of the respective Auditors’ Report.

99.33

0.00

0.67

79.67

ITEM 2

A

:

Annual Financial Statements of the Bank and the Group for the financial year 2022

99.33

0.00

0.67

79.67

ITEM 3

B

:

Annual Audit Committee Report on its activities during 2022 pursuant to Article 44

par. 1 case i) of Greek Law 4449/2017

No votes permitted

ITEM 4

C

: Overall management by the Board of Directors as per Article 108 of Greek Law

4548/2018 and discharge of the Auditors of the Bank, with respect to the financial year 2022,

in accordance with par. 1 case c) of article 117 of Greek Law 4548/2018

99.04

0.24

0.72

79.67

ITEM 5

: Election of regular and substitute Certified Auditors for the audit of the Financial

Statements of the Bank and the Financial Statements of the Group for the financial year 2023,

and determination of their remuneration

99.80

0.19

0.01

79.67

ITEM 6

: Independent Non-Executive Directors’ Report pursuant to Article 9 par. 5 of Greek Law

4706/2020.

No votes permitted

ITEM 7

C

:

Revised Directors' and senior managers’ Remuneration Policy in accordance with

Greek Law 4548/2018

86.99

12.97

0.04

79.67

ITEM 8

: Remuneration of the Board of Directors of the Bank for the financial year 2022 and

determination of the remuneration of the Chairman of the Board and executive and non-

executive members as per Article 109 of Greek Law 4548/2018 through to the AGM of 2024.

99.83

0.13

0.04

79.67

ITEM 9

:

Submission for discussion and advisory vote on the fiscal year 2022 Directors’

Remuneration Report, in accordance with Article 112 of Greek Law 4548/2018.

94.02

5.94

0.04

79.67

ITEM 10

: Approval of a programme for the purchase of own shares in accordance with article

49 of Law 4548/2018, as in force, and granting of authorization to the Board of Directors.

99.76

0.20

0.04

79.67

ITEM 11

:

Programme for the free distribution of shares of the Bank to senior management

executives or/and staff of the Bank and its affiliated companies in the context of article 32 of

Greek Law 4308/2014, in accordance with the provisions of article 114 of Greek Law 4548/2018

(stock awards). Granting of relevant authorizations to the Bank’s Board of Directors.

74.27

25.69

0.04

79.67

Notes:

A

Submission for approval

B

Submission

C

Approval

For more info please refer to NBG website https://www.nbg.gr/en/group/investor-relations/reports/taktiki-geniki-syneleusi-tis-28-07-2023

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

141

NBG share and shareholder structure

NBG Share

In 2023, most listed companies observed their share prices posting significant gains, outperforming their international peers. This

performance was supported by the positive course of the Greek economy, political stability, and the upgrade of Greece’s credit rating to

Investment Grade. The banking sector further benefited from the significant progress made in improving balance sheet health, through

reducing the stock of non-performing loans, as well as the improved profitability, partly due to increased interest rates.

In this context, the General Index of the Athens Stock Exchange increased by 39.08% on an annual basis, with the Industrial sector leading

the rise, recording gains of 68.92% followed by the Banking sector with gains of 65.73%. During this period, trading activity increased

significantly, with the average daily value of transactions on the Athens Stock Exchange settling at €111.04 million in 2023 compared to

€73.72 million in 2022.

Keeping pace with the market, NBG’s share price increased from €3.782 on 2 January 2023 (year low) to €6.480 on 22 August 2023 (year

high), closing at €6.290 on 29 December 2023. NBG’s market capitalization on 29 December 2023 stood at €5.76 billion from €3.43 billion on

31 December 2022. Finally, NBG’s annual trading volume amounted to €4.04 billion in 2023, increasing by 86.69% compared to the previous

year.

NBG Stock Market Data

2023

2022

Year-end price (€)

6.29

3.75

Year high (€)

6.48

4.06

Year Low (€)

3.78

2.66

Yearly standard deviation for NBG share price (%)

2.38

2.73

Yearly standard deviation for banking sector (%)

2.46

2.80

NBG market capitalization at year end (€ billions)

5.76

3.43

Annual trading volume (€ billions)

4.04

2.16

NBG to ATHEX trading volume ratio (%)

15.11

12.29

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

142

Shareholder Structure

As at 31 December 2023, NBG’s share capital was divided into 914,715,153 common shares of a nominal value of €1.00 each. As at 31

December 2023, NBG’s free float was broad-based, including c. 97,650 institutional and retail shareholders of which 18.39% is held by the

HFSF, 5.07% by The Capital Group Companies Inc*, while 64.76% was held by other international institutional and retail investors, and 6.93%

by domestic retail investors.

*Indirect holding, by accounts under the discretionary investment management of one or more of the investment management companies of

its Group.

NBG’s

Shareholders

Structure

as of 31 December 2023

NBG’s

Shareholders

Structure (excl. HFSF)

as of 31 December 2023

79.35%

8.49%

5.48%

0.47%

6.21%

International institutional and retail investors

Domestic retail investors

Domestic private, public legal entities & other institutional investors

Domestic pension funds & other shareholders

The Capital Group Companies, Inc *

18.39%

64.76%

6.93%

4.47%

0.38%

5.07%

HFSF

International institutional and retail investors

Domestic retail investors

Domestic private, public legal entities & other institutional investors

Domestic pension funds & other shareholders

The Capital Group Companies, Inc *

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

143

Corporate

Governance

Statement

Introduction

In accordance with Article 152 of Greek Law 4548/2018 on

Sociétés Anonymes, the Bank is obliged to include the Corporate

Governance Statement, as a specific part of the Annual Board of

Directors’ Report. As per the said article, the Bank’s Corporate

Governance Statement includes the following sections, in which

additional information required by other applicable framework,

e.g. Greek Law 4706/2020 on “Corporate Governance for Sociétés

Anonymes,

Contemporary

Capital

Market,

transposition

of

Directive (EU) 2017/828 of the European Parliament and of the

Council, implementation measures of Regulation (ΕU) 2017/1131

and other provisions”, is also included:

A.

Corporate Governance Code

B.

NBG’s Corporate Governance Key

Policies and Practices

C.

General Meeting of Shareholders

and Shareholders’ rights

D.

Board of Directors and Other

Management, Administrative and

Supervisory Bodies

E.

Internal Control System and Risk

Management

It is noted that additional information in relation to public offers

for acquisitions, as mandated by Article 10 of the European

Directive 2004/25/ΕC, required pursuant to par. 1 d) of Article 152

of Greek Law 4548/2018, is included in a separate section of the

Board of Directors’ Report, namely, the Supplementary Report to

the Annual General Meeting of Shareholders.

A.

Corporate Governance Code

The Bank is aligned with the requirements of Greek and European

legislation, on corporate governance, including the decisions and

acts of the Bank of Greece, the guidance of the European Central

Bank, the guidelines of the European Banking Authority and the

European Securities and Markets Authority, as well as the

decisions and guidance of the HCMC. Additionally, the stipulations

of the Relationship Framework Agreement (“RFA”) between the

Bank and the HFSF as each time in force are applied.

In February 2006, the Bank’s Board of Directors adopted a

directional framework that describes the Bank’s corporate

governance structure and policy, while throughout the years this

framework has been revised as deemed necessary, in alignment to

regulatory provisions, guidelines, best practices and developments

in the Bank’s internal governance arrangements. As of June 2021,

in accordance with article 17 of Greek Law 4706/2020, the Bank

has adopted and follows the Hellenic Corporate Governance

Code of the Hellenic Corporate Governance Council, which

constitutes

the

Hellenic

Corporate

Governance

Code

for

Companies with securities listed on the stock market, in

accordance with Article 17 of Greek Law 4706/2020 and Article 4

of the Decision of the Hellenic Capital Market Commission

(Decision 2/905/3.3.2021 of the Board of Directors of the HCMC).

Further,

the

Bank's

Corporate

Governance

Code

includes

additional provisions in compliance with more specific corporate

governance framework applying to credit institutions, as well as

provisions on internal arrangements and processes that the Bank

implements in compliance with the relevant legal and regulatory

framework. The Bank monitors developments in the applicable

framework and relevant guidelines, as well as best practices in the

area of corporate governance and proceeds to actions deemed

appropriate in order to ensure compliance with the applicable

legal and regulatory framework, as in force, as well as relevant

guidelines. The Bank’s Corporate Governance Code was lastly

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

144

amended in November 2023, so as to align with developments in

the regulatory framework and especially the provisions of the new

RFA and HFSF Law (as amended by Greek Law 4941/2022), the

revised Board Committees Charters and amendments in internal

Bank Policies.

The determination of authorities and responsibilities of the Bank’s

management bodies and the delegation of authorities of the Board

of Directors to Bank’s executives are carried out in accordance

with its Articles of Association and the applicable legislation, as

incorporated in the Bank’s internal Corporate Governance

Framework.

The Bank’s internal Corporate Governance Framework including

the Bank’s Corporate Governance Code can be viewed on the

Bank’s website: www.nbg.gr (https://www.nbg.gr/en/group/esg/corporate-

governance/corporate-governance-framework).

B.

NBG’s Corporate Governance Key

Policies and Practices

The Bank continuously monitors developments in the applicable

framework and relevant guidelines and best practices and

proceeds to the actions deemed appropriate in order to ensure

that the policies followed are in alignment with the prevailing

applicable regulatory framework and relevant guidelines:

Group

Governance

Policy (B.1)

Includes

the

main

corporate

governance principles at NBG Group

level and provisions concerning Group

companies’

governance

bodies,

collaborating with NBG, the Internal

Control

System

and

regulatory

requirements, establishing a unified

Corporate Governance Framework for

the Group.

Group

Remuneration

Policy (B.2)

Sets out the general framework for

remuneration throughout the Group

and defines the basic principles on

which the NBG Group approaches

issues regarding the remuneration of

executives and employees.

NBG Board of

Directors’ &

Senior Managers’

Remuneration

Policy (B.3)

Sets out the general framework for the

remuneration of the members of the

Board

of

Directors

and

Senior

Managers

(General

&

Assistant

General Managers), in accordance with

the applicable legal and regulatory

provisions, and in alignment with the

principles set out in the NBG Group

Remuneration Policy, and covers the

total remuneration awarded to all

Board Directors (Executive and Non-

Executive),

i.e.

fixed

and

variable

remuneration, including benefits, and

other potential compensation, as well

as the total remuneration awarded to

all members of Senior Management

(i.e. General Managers and Assistant

General Managers).

Policy for the

Induction and

Training

of members

of the Board of

Directors and its

Committees

Establishes

procedures

with

the

purpose of induction and continuous

training of the members of the Board of

Directors in order to ensure their initial

and ongoing suitability.

More detailed information on this

Policy is included in Section “D. Board

of Directors and other management,

administrative and supervisory Bodies/

Induction, Continuous Education and

Training of Directors”.

Board Evaluation

Policy

Sets

out

the

procedures

for

the

evaluation of the Board of Directors

and Board Committees effectiveness

with the view of ensuring the effective

workings of the Board of Directors.

More detailed information on this

Policy is included in Section “D. Board

of Directors and other management,

administrative and supervisory Bodies/

Evaluation

of

the

Chief

Executive

Officer, the Board of Directors and the

Board Committees”.

Board

Nomination

Policy (B.4)

Sets the framework and describes the

process

for

the

nomination

of

candidates to the NBG Board, as well as

the re-appointment of Board members,

while it also includes provisions on the

Target Board Profile.

Board Suitability

Assessment

Policy and

Procedure (B.5)

Sets out the criteria to be used in the

suitability assessment of the Board

members

(initial

and

ongoing),

including

the

suitability

criteria

provided on the applicable regulatory

framework and explains in greater

detail

the

policies,

practices

and

processes applied by the Bank when

assessing the suitability of members of

the Board.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

145

Board of

Directors

Diversity Policy

Sets out the Bank’s approach for

accomplishing the desired diversity on

its Board of Directors, in order to

achieve a variety of views, experiences

and

perceptions

which

facilitate

independent

opinions

and

sound

decision‐making within the Board.

More detailed information on this

Policy is included in Section “B.9

Diversity

policy

concerning

Bank’s

management,

administrative

and

supervisory bodies”

Policy for the

nomination and

suitability

assessment of

Senior

Management

(B.6)

Sets out the principles and process for

the

nomination

and

suitability

assessment of members of Senior

Management

with

the

highest

professional and personal skills and

moral caliber, while conforming to the

applicable

regulatory

framework,

internal

bank

regulations

and

international best practices.

Insurance Cover

for members of

the Board of

Directors and

Executives

of the Group

companies (B.7)

Covers the civil liability of the Directors

and Executives of all the Group entities,

with respect to the civil liability for

claims

against

the

Bank

and

its

subsidiaries arising from negligence,

error

or

oversight

by

Directors,

Executives

and

employees,

and

damages arising from fraud, including

electronic fraud, as well as cyber

security breaches.

Internal

Regulation of

NBG S.A. (B.8)

Includes information on the Board of

Directors and its Committees, the

organizational structure of the Bank,

the senior executives, the Internal

Control

System,

compliance

and

notification procedures, transactions

with related parties, and the policies of

the

Bank.

The

Regulation

is

supplementary to the provisions of the

Articles

of

Association

and

the

Corporate Governance Code.

•

The Bank has also in place, among others, the following

policies and practices, which are described in detail in the

section “

Non-Financial Statement – Corporate Responsibility”

:

–

ΝΒG Group Code of Ethics.

–

Code of Ethics for Financial Professionals.

–

Group Anti-bribery and Anti-corruption Policy.

–

Whistleblowing Policy for the Bank and the Group.

–

Anti-Fraud Policy.

–

Policy for avoiding Conflicts of Interest for Board

Members, Senior Executives and other Related Parties of

NBG.

–

Policy for Connected Borrowers of the Bank and the

Group in Greece.

–

Policy on Donations, Sponsorships, Charity Contributions

and other Actions of the Group.

–

NBG Group Sustainability Policy.

•

Furthermore, the Bank has established policies which ensure

that the Board of Directors is provided with sufficient

information on related parties transactions, by taking into

account the abovementioned Policy in order to avoid Conflicts

of Interest for Board Members, Senior Executives and other

Related Parties of NBG, as well as the Policy for Connected

Borrowers of the Bank and the Group in Greece.

(B.1) Group Governance Policy:

The NBG Group Governance Policy was initially adopted by the

Board of Directors in January 2018 and subsequently revised in

April 2020, with a view to further enhancing the unified corporate

governance framework of NBG Group and further optimizing the

cooperation between the NBG and its Group companies. One of

the main novelties brought forward was the introduction of the

Tiered Subsidiary Governance Model, in accordance with which

the level of implementation of the group governance framework

shall be determined based on the classification of group entities,

thus establishing the appropriate governance/reporting structures

and practices for each subsidiary.

Within the context of the Group Governance Policy, the Bank as

the parent company aims to appropriately balance the degree of

control that needs to be exercised by the parent company over the

group subsidiaries and the degree of independence that needs to

be provided to the subsidiaries. At the same time, it should be

ensured that the Group places systems and processes which will

assure the Bank’s Board of Directors that the "downstream

governance" of the subsidiaries reflects effectively the same

values, ethics, controls and processes as at the parent level.

(B.2) Group Remuneration Policy:

The Bank’s and the Group’s remuneration practices are consistent

with the framework provided by Greek Law 4261/2014 (which

transposed European Directive 2013/36/EU CRD IV), as in force,

Greek Law 4548/2018, Greek Law 3864/2010 (“the HFSF Law”), as

in force, EBA Guidelines on sound remuneration policies, the Bank

of Greece Governor’s Act 2577/2006, as amended by the Bank of

Greece Executive Committee’s Act 158/10.5.2019, and in force,

and the Relationship Framework Agreement between the Bank

and the HFSF, as each time in force.

The Group Remuneration Policy was revised during 2023. The

revision included, among others, further reference within the

Policy to Environmental, Social and Governance (ESG) strategy

objectives, as well as additions related to non-fixed remuneration

components.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

146

(B.3) Directors’ & Senior Managers’ Remuneration

Policy:

In accordance with Directive (EU) 2017/828, as this has been

(partly) transposed into the Greek legal framework with Greek Law

4548/2018 on Sociétés Anonymes, listed companies are required,

among others, to establish a remuneration policy as regards

directors and shareholders have the right to vote on the

remuneration policy at the General Meeting. Additionally, in

accordance with article 110 para. 1 of Greek Law 4548/2018, by

statutory provision the Policy may also include in its scope the key

management personnel, as defined in International Accounting

Standard (IAS) 24 para. 9.

The Directors’ Remuneration Policy was initially approved by the

Bank’s Annual General Meeting of Shareholders held on 31 July

2019 and was lastly revised in 2023 by the by the Bank ’s Annual

General Meeting of Shareholders, held on 28 July 2023, following

proposal of the Board of Directors, as assisted by the Corporate

Governance and Nominations Committee and the Human

Resources and Remuneration Committee.

The main amendments brought within the revised Policy include

adjustments required in alignment to the provisions of Law

4941/2022 amending HFSF Law (Law 3864/2010) and the

successful completion of the Bank’s Restructuring Plan; further

reference within the Policy to Environmental, Social and

Governance (ESG) strategy objectives; inclusion of reference to

Stock Award Program of article 114 of Law 4548/2018 and further

description of the different possible components of remuneration.

More detailed information may be found within the Draft

Resolutions/Board Remarks on the items of the Agenda of the

Annual

General

Meeting

of

Shareholders

(https://www.nbg.gr/en/group/investor-relations/reports/taktiki-

geniki-syneleusi-tis-28-07-2023).

The NBG Board of Directors’ & Senior Managers’ Remuneration

Policy shall be applicable for a period of four years, unless revised

earlier or in cases of temporary derogations, in alignment with the

relevant applicable provisions.

The revised NBG Directors’ and Senior Managers’ Remuneration

Policy was approved by the Annual General Meeting of

Shareholders of 28 July 2023 by 86.99% favourable votes and no

amendments were required to incorporate votes/shareholders’

opinions expressed on the Policy.

The NBG Board of Directors’ & Senior Managers’ Remuneration

Policy is available on the Bank’s website, at www.nbg.gr

(https://www.nbg.gr/en/group/esg/corporate-governance/corporate-governance-

framework).

(B.4) Board Nomination Policy:

The Board Nomination Policy complements the Bank’s governance

framework for nominating candidates to the Board of Directors

and is read and interpreted in conjunction especially with the

Board Suitability Assessment Policy and Procedure and the Board

Diversity Policy, as well as the Bank’s Corporate Governance Code

and Internal Regulation.

The Policy applies to all NBG Board members designated by the

Bank's relevant collective bodies (General Meeting or Board of

Directors, in accordance with NBG' s Articles of Association),

excluding the representative of the Hellenic Financial Stability

Fund (HFSF), for whose appointment the relevant HFSF’s

provisions apply.

The Policy aims inter alia at establishing a transparent, effective

and time-efficient nomination process, and ensuring that the NBG

Board is a balanced, diverse and qualified Board and that the

structure of the NBG Board meets the highest individual and

collective suitability standards and requirements in terms of

ethical principles standards and skills and is fully aligned with the

regulatory framework governing the Bank.

The Policy was lastly revised in November 2022 by the Board of

Directors, following proposal of the Corporate Governance and

Nominations Committee, so as to align among others with the

Board Suitability Policy and with changes in the relevant regulatory

framework (e.g. new HFSF Law, ECB guidance).

More detailed information on this Policy is included in Section

“D.

Board of Directors and other management, administrative and

supervisory

Bodies/

Directors’

Nomination

&

Suitability

Assessment”.

(B.5) Board Suitability Assessment Policy

and Procedure:

Within the context of the Bank’s obligations in relation to the

(initial and ongoing) assessment of the suitability of Board

members and the collective suitability of the Board, the Bank as of

September 2020 has in place the Board Suitability Assessment

Policy and Procedure. The Policy was initially adopted by the Board

of Directors, following proposal of the Corporate Governance and

Nominations Committee, while on 30 July 2021, in alignment to

the provisions of Greek Law 4706/2020, the Policy was approved

by the General Meeting of Shareholders, as submitted by the

Board

of

Directors

following

proposal

of

the

Corporate

Governance and Nominations Committee.

In 28 July 2022 the Policy was further revised by the Annual

General Meeting of Shareholders, following proposal of the Board

of Directors as per recommendation of the Corporate Governance

and Nominations Committee, with the aim to align with changes

in the applicable relevant regulatory framework (e.g. revised ECB

Guide to Fit and Proper assessments, Bank of Greece Executive

Committee

Act

205/1/18.05.2022,

Greek

Law

4941/2022

amending Law 3864/2010, all of which include important

provisions

relating

to

Board

members’

suitability/eligibility

criteria). The revised Board Suitability Assessment Policy and

Procedure was approved by the Annual General Meeting of

Shareholders of 28 July 2022 by 100% favourable votes. More

detailed

information

may

be

found

within

the

Draft

Resolutions/Board Remarks on the items of the Agenda of the

Annual

General

Meeting

of

Shareholders

(https://www.nbg.gr/en/group/investor-relations/reports/taktiki-

geniki-syneleusi-tis-28-07-2022).

The Policy aims to strengthen the internal fit and proper process

and has incorporated the relevant obligations in alignment with

the applicable framework (especially the Greek Laws 4706/2020,

4261/2014 and 3864/2010 and relevant Hellenic Capital Market

Commission Circulars, the ECB/SSM Guide to Fit and Proper

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

147

Assessments, the joint EBA-ESMA Guidelines on the assessment of

suitability of members of the management body and key function

holders,

the

Bank

of

Greece

Executive

Committee

Act

142/11.6.2018, as in force), so as to ensure prudent and effective

management of the Bank.

The NBG Board Suitability Assessment Policy and Procedure

is

available

on

the

Bank’s

website,

at

www.nbg.gr

(https://www.nbg.gr/en/group/esg/corporate-

governance/corporate-governance-framework).

More detailed information on this Policy is included in Section “D.

Board of Directors and other management, administrative and

supervisory

Bodies/

Directors’

Nomination

&

Suitability

Assessment”.

(B.6) Policy for the nomination and

suitability assessment of Senior

Management:

Within the context of enhancing the overall process for the

nomination of the Bank’s Senior Management, considering also

the Bank’s obligations in relation to the suitability assessment of

key function holders, in January 2021 the Board of Directors,

following proposal of the Corporate Governance and Nominations

Committee, approved the Policy for the nomination and suitability

assessment of Senior Management. The Policy lays out the

applying Principles and the Nomination processes followed in the

case of Senior Managers’ positions falling within its scope, in

alignment with regulatory provisions and taking also into account

international best practices. Among the key objectives of the

Policy are to establish a transparent, effective and time-efficient

nomination and suitability assessment process; ensure that the

structure of the Bank’s Senior Management meets the highest

suitability requirements in terms of ethical standards and skills,

and is fully aligned with the current regulatory framework

governing the Bank; and ensure the effective and prudent

management of the Bank and the effectiveness and soundness of

the Bank’s governance arrangements, so as to protect the

interests and the reputation of the Bank and its Group.

(B.7) Insurance Cover for members of the

Board of Directors and Executives of the

Group companies:

In compliance with the provisions of the Corporate Governance

Code, the Bank has entered into a multi-insurance contract in

order to cover the civil liability of the Directors and Executives of

all the Group entities, with respect to the civil liability for claims

against the Bank and its subsidiaries arising from negligence, error

or oversight by Directors, Executives and employees, and damages

arising from fraud, including electronic fraud, as well as cyber

security breaches. The Insurance Cover contracts are subject to

annual review and renewal.

(B.8) Internal Regulation of NBG S.A.

The Internal Regulation has been drafted in the context of Greek

Law 4706/2020 on Corporate Governance of Sociétés Anonymes,

taking into consideration the relevant provisions of the legal and

regulatory framework (particularly Greek Law 4548/2018, Greek

Law 4514/2018, Law 4261/2014, Law 3864/2010 (the “HFSF Law”),

as in force, decisions, acts and clarifications/questions and

answers issued by the Bank of Greece, the European Central Bank

and the Hellenic Capital Market Commission, as well as the

Relationship Framework Agreement with the HFSF, as each time in

force and relevant Guidelines issued by the European Banking

Authority (EBA) and the European Securities and Markets

Authority (ESMA).

The Regulation includes information on the Board of Directors and

its Committees, the organizational structure of the Bank, the

senior executives, the Internal Control System, compliance and

notification procedures, transactions with related parties, and the

policies of the Bank.

The Regulation is supplementary to the provisions of the Articles

of Association and the Bank’ s Corporate Governance Code and the

Hellenic Corporate Governance Code of the Hellenic Corporate

Governance Council adopted by the Bank.

A summary of the Regulation is duly published on the Bank’s website,

at

www.nbg.gr

(https://www.nbg.gr/en/group/esg/corporate-

governance/corporate-governance-framework).

The Board of Directors reviews the Regulation whenever required,

in order to ensure its adequacy regarding the principles adopted

and the rules applied by the Group, as well as the applicable legal

and regulatory framework and international best practices. The

Bank ensures that its key subsidiaries draft an Internal Regulation.

The Internal Regulation was adopted by the NBG Board of

Directors at the meeting held on 30 June 2021. The Internal

Regulation was lastly amended in November 2023, in order to align

with developments in the regulatory framework and especially

provisions of the new RFA and HFSF Law (as amended by Law

4941/2022),

the

revised

Board

Committees

Charters

and

amendments in internal Bank Policies.

(B.9) Diversity policy concerning Bank’s

management, administrative and

supervisory bodies

In accordance with Greek Law 4261/2014, as in force, which

incorporated Directive 2013/36/EU into Greek legislation, Greek

Law 4706/2020 and applicable guidelines (HCMC Circular No. 60,

Joint European Banking Authority (EBA) and European Securities

and Markets Authority (ESMA) Guidelines on the assessment of

suitability of members of the management body and key function

holders), as well as HFSF Corporate Governance Objectives and

Standards and HFSF Voting Policy, the Bank should engage a broad

set of qualities and competencies when recruiting members to the

Board of Directors and for that purpose shall put in place a policy

promoting diversity on the Board of Directors.

Within this context, the Bank follows practices and policies that

promote diversity both at the level of the Board of Directors, as

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

148

well as at executive level, aiming at promoting a diverse pool of

members of its supervisory and management bodies. In particular,

the Bank aims at engaging a broad set of qualities and

competencies when recruiting members of the Board of Directors

and of its executive management, with a view to achieving a

variety of views and experiences and to facilitating sound decision

making. Collectively, there is a set of skills and expertise in place

so as to contribute to the efficient operation of the Bank’s

supervisory and management bodies, aiming at collective

suitability of the said, while the Board of Directors shall collectively

have the skills to present its views and influence the decision-

making process within the executive management body.

In particular, the Bank gives great emphasis on ensuring diversity

including in terms of gender representation, age, nationality and

variety of educational background, experience and expertise. As

regards the composition of the Board of Directors, which is in

accordance with the Bank’s Board of Directors Diversity Policy, the

Corporate Governance and Nominations Committee during the

process for the selection and appointment of Board members, as

well as during the assessment (collectively and individually) of

Board suitability and succession planning, takes into account the

aforementioned

diversity

aspects,

while

also

considering

particular provisions on Board members eligibility criteria to which

the Bank is subject to, including the criteria provided in Article 10

of Greek Law 3864/2010, as each time applicable.

The Corporate Governance and Nominations Committee, as the

responsible

body

for

monitoring

the

implementation

and

reviewing

the Bank’s Board of Directors Diversity Policy and

relevant procedures, reviews and assesses, both annually and ad

hoc, the Board and Board Committees’ composition also on the

basis of the aforementioned diversity aspects and recommends to

the Board any changes required in order to ensure that it reflects

an appropriate range and balance of skills, experience and

backgrounds.

As far as gender representation to the Board is concerned, the

Bank, in line with the Board of Directors Diversity Policy, has

already

achieved

and

aims

to

maintain

an

adequate

representation of at least 30% Board members of both genders

and in any case of no less than 25% of total Board members

(rounded to the previous integer). More specifically, currently the

representation of women on the Board of Directors is at 31% (one

Executive

Member

and

three

Independent

Non-Executive

Members of the Board of Directors are women).

Further, at General Managers and Assistant General Managers

level, the Bank has 12 women in the positions of: General Manager

of Retail Banking and Executive Member of the Board of Directors,

General Manager of Group Human Resources, General Manager of

Group Marketing, Assistant General Manager - Group Chief

Control Officer, Assistant General Manager of Group Real Estate,

Assistant General Manager - Corporate Special Assets, Assistant

General Manager - Head of Network, Assistant General Manager

Group Financial Services, Assistant General Manager Group

Strategic, ESG and Operational Risk Management, Assistant

General Manager Group Financial Planning and Performance

Management,

Assistant

General

Manager

Strategy

and

Sustainability,

and

Assistant

General

Manager

Structured

Financing and Investment Banking.

Additionally, the Bank has 33 women in the position of Directors,

and Independent Sector Heads.

In terms of age, the age of Board members varies and is in the

range of 50 to 70, except for two Directors being over 70, while the

age of Senior Executives is mainly in the range of 40 to 60, except

for 7 Senior Executives being over 60.

The Board of Directors of the Bank has a multinational

composition, including six different nationalities, with Greek,

Dutch, French, British, Belgian and Romanian Board members

having international experience among others by previously being

Board members or Senior Executives in a number of different

countries, including the United Kingdom, U.S., France, China, the

Netherlands and Romania.

The Bank’s Directors and Senior Executives have a variety of

educational

backgrounds

and

work

experience,

including

indicatively educational background in Economics, Business

Administration, certifications and prior experience in Accounting,

Audit

and

Risk,

extensive

Banking

and

Financial

Services

experience, corporate governance and legal background, strategy

development,

transformation,

retail

and

commercial

prior

experience as well as in human resources, culture and in digital

banking, IT and operations. In any case, the purpose is for the Bank

to ensure that areas of knowledge and experience required in

accordance with the Bank’s business activities are covered, while

at the same time also being aligned with the provisions of the

applicable legal and regulatory framework that applies, like for

example as aforementioned in terms of specific eligibility criteria

applying to Board members in accordance with Greek Law

3864/2010 as in force.

The Bank’s Board of Directors Diversity Policy is available on the

Bank’s website, at www.nbg.gr(https://www.nbg.gr/en/group/esg/corporate-

governance/corporate-governance-framework).

C.

General Meeting of Shareholders and

Shareholders’ rights

The Bank’s Articles of Association (Articles 7-16 and 30-35)

describe the modus operandi of the General Meeting of

Shareholders, its key responsibilities and authorities as well as the

Shareholders’ rights, taking into consideration especially the

provisions of Greek Law 4548/2018, Greek Law 3864/2010, as in

force, and the Relationship Framework Agreement between the

Bank and the HFSF, as each time in force.

The Bank’s Articles of Association are available on the Bank’s

website www.nbg.gr

(

https://www.nbg.gr/en/group/esg/corporate-

governance/corporate-governance-framework).

1. Responsibilities of the General Meeting

The General Meeting is the Bank's supreme, collective body. Its

lawful resolutions are binding to all Shareholders, even to those

absent or dissenting. All of the Bank's Shareholders are entitled to

participate in the General Meeting. Shareholders may be

represented at the General Meeting by other, duly authorised

persons, in line with the applicable provisions of law. Each share

entitles the holder to one vote as stipulated by law. Prior to the

amendment of Greek Law 3864/2010 by means of Greek Law

4941/2022, restrictions used to apply on ordinary shares held by

HFSF which were subject to the provisions of article 7a par. 2 of

Greek Law 3864/2010. In accordance with Greek Law 4941/2022,

which amended Greek Law 3864/2010, as of 16 July 2022, the

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

149

HFSF, pursuant to Article 7a of Greek Law 3864/2010, as amended

by Greek Law 4941/2022 and in force, fully exercises voting rights

corresponding to the total shares that it holds, i.e., to 168,231,441

shares, as described in detail in Section Ε

(“Restrictions to voting

rights”

) of the Supplementary Report of the Board of Directors.

The Bank ensures the equal treatment of Shareholders who hold

the same position.

The General Meeting is the sole corporate body vested with

authority to decide on:

•

amendments to the Bank's Articles of Association; such

amendments shall be deemed to include share capital

increases (ordinary or extraordinary) or decreases;

•

election of the members of the Board of Directors and the

auditors;

•

determination of the type of the Audit Committee, the

term of office, the number and the qualities of its

members, in line with article 44 of Greek Law 4449/2017;

•

approval of the overall management in line with Article

108 of Greek Law 4548/2018 and discharge of the

auditors;

•

approval of the Group and the Bank's Annual Financial

Report (including Annual Financial Statements of the Bank

and the Group)

;

•

appropriation of the annual profits;

•

approval

of

remuneration

or

advance

payment

of

remuneration in line with Article 109 of Greek Law

4548/2018;

•

approval of the remuneration policy under Article 110,

which may also apply to senior managers upon relevant

resolution of the General meeting approving the policy,

and of the remuneration report under Article 112 of Greek

Law 4548/2018;

•

approval of the board members suitability policy, under

Article 3 of Greek Law 4706/2020;

•

merger, split-off, transformation, revival, extension of

duration or dissolution of the Bank;

•

appointment of liquidators; and

•

any other matter provided for by law.

The provisions of the previous paragraph do not apply to the issues

provided under Article 117 par. 2 of Greek Law 4548/2018, as also

to other issues provided for in the law and the current Articles of

Association.

2. Operation of the General Meeting

2.1. Convening of General Meeting

a) Ordinarily

The General Meeting decides on all Board of Directors proposals

included in the agenda. It is convened by the Board of Directors, or

as otherwise provided for by law and held on a mandatory basis at

the Bank’s registered office or in the area of another municipality

within the region where the Bank’s registered office is located, at

least once a year, at the latest until the tenth (10th) calendar day

of the ninth month following the end of each financial year, in

order to approve the annual financial statements and the election

of auditors (ordinary general meeting). The ordinary General

Meeting may decide on any other matter within its remit.

b) Extraordinarily

•

Subject to Article 121, par. 2 of Greek Law 4548/2018, the

Annual

General

Meeting

may

also

be

convened

extraordinarily whenever deemed expedient, at the

discretion of the Board of Directors.

•

At the independent auditors' request, the Board of

Directors is obliged to convene a General Meeting within

ten days as of the date such request was submitted to the

Chair of the Board of Directors, determining the agenda

thereof as per the independent auditors' request.

•

In line with para. 4 of Article 7 of Greek Law 3864/2010, as

amended by Greek Law 4340/2015 and Greek Law

4346/2015, the minimum time limits for the calling of the

General Meeting is seven (7) days and the deadline for the

convocation of the General Meeting that will decide on the

share capital increase for the issuance of common shares,

convertible bonds or other financial instruments, is ten

(10) calendar days. The deadline for the convocation of

every repeat or adjourned meeting is reduced to the one

third (1/3) of the deadlines stipulated in Greek Law

4548/2018, as in force. The previous subparagraph is

applied in every General Meeting convened in the context

of Greek Law 3864/2010 or related thereto.

2.2 Invitation to the General Meetings

and relevant disclosures

a) Invitation

With the exception of repeated General Meetings and General

Meetings deemed similar thereto, the invitation to the General

Meeting shall be published at least 20 full days before the date set

for it. The said 20-day period shall be exclusive of the date the

invitation is published and the date the General Meeting is held.

The invitation to the General Meeting, shall include the

information provided for by law from time to time, including inter

alia the place where the General Meeting is to be held, i.e. the

premises along with the exact address, the date and time thereof,

the items on the agenda, clearly specified, and the shareholders

entitled to participate therein, along with precise instructions as to

the method of participation and exercise of the rights thereof in

person or by legally authorized proxy or even by distance

participation.

The invitation shall be published within the above 20-day deadline,

and registered with the General Commercial Register (“GEMI”) in

line with the provisions of law, posted on the Bank's website and

published within the same deadline in a manner that ensures fast

and non-discriminatory access thereto, by whatever means the

Board of Directors, at its discretion, considers reliable for effective

communication of information to investors, such as, in particular,

through printed and electronic media on a national and European

basis.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

150

In the event of repeat General Meetings, the specific provisions of

the current legal and regulatory framework apply.

b) Annual Financial Report

The Annual General Meeting reviews and approves the Annual

Financial Report. The Annual General Meeting elects at least one

certified auditor or audit firm, as specifically provided for under

Article 32 of the Articles of Association.

The Annual Financial Report is available to the Shareholders at

least ten days prior to the Annual General Meeting, and in

accordance with the applicable regulatory framework shall

incorporate: a) the Certifications of the Board of Directors, b)

Board of Directors’ Report, c) Supplementary Report, d) the Audit

Committee Report, e) Independent Auditor’s Report, f) the Annual

Financial Statements including the

separate and consolidated

financial statements and the notes thereto, g) Disclosures of Greek

Law 4261/2014 Art. 81 & Art. 82 & Disclosures of Greek Law

4374/2016 Art. 6, h) the

Annual Report for the distribution of

capital of the financial year it concerns, provided that the

distribution has not been finalized or that it was finalized during

the second semester, and was drawn from a share capital increase

in the form of cash or upon issuance of a bond loan, following the

references made in the relevant Prospectus of the issuance, and i)

reference to the website where the Annual Financial Reports at

www.nbg.gr

,

(https://www.nbg.gr/en/group/investor-relations/financial-

statements-annual-interim/financial-statements

) and the Annual Financial

Statements

of

the

consolidated

non-listed

companies

(at

www.nbg.gr, https://www.nbg.gr/en/group/activities/companies) that represent

an amount higher than 3% of the consolidated turnover or the

consolidated assets or the consolidated results after the deduction

of the corresponding part concerning minority shareholders are

published.

2.3. Right to participate and vote

a) General provisions

Persons entitled to participate in and vote at the General Meeting

(initial and repeat), whether in person or by legally authorized

proxy, are those who have shareholder’s status according to the

provisions of Article 124 par. 6 of Greek Law 4548/2018 in the files

of the organization holding the securities of the company.

Shareholder status is evidenced by any means provided by law

and, in any case, by means of the information obtained by the Bank

from the central securities depository, if providing registry

services,

or,

in

any

other

case,

through

the

registered

intermediaries who are members of the central securities

depository.

In accordance with the provisions of Article 127 of Greek Law

4548/2018, the members of the Board, as well as the independent

auditors are entitled to be present at the General Meeting.

Additionally, the Chair of the General Meeting may, under their

responsibility, allow the presence of other persons, who do not

have shareholder status or are not shareholders' representatives,

insofar as this is not against the company interest. These persons

are not considered to participate in the Meeting just for having

received the floor on behalf of a present shareholder or at the

invitation of the Chair. The participation of the aforementioned

persons in the General Meeting can also be done by electronic

means, if the invitation of the General Meeting so provides.

In case of a General Meeting that decides the share capital

increase for the issuance of common shares, convertible bonds or

other financial instruments as well as every General Meeting

convened in the context of Greek Law 3864/2010 or related

thereto, Article 7 of Greek Law 3864/2010 shall apply.

The HFSF exercises its voting right in the General Meeting as

stipulated in Article 7a of Greek Law 3864/2010, as amended and

in force.

The procedure and deadline for submitting the legalization

documents of proxies and representatives of the Shareholders are

set out in par. 3 to 5 of Article 128 of Greek Law 4548/2018.

Disclosure of the appointment and revocation of appointment or

replacement of the proxies can be effected in writing or via e-mail

at the address stated in the General Meetings Invitation.

Shareholders that have not adhered to the above provisions, may

participate in the General Meeting, unless the General Meeting

refuses their participation on serious grounds.

Upon relevant decision of the Board, the shareholders may

participate in the General Meeting by electronic means without

attending the Meeting in person at the place where it is held. The

General Meeting can be held in the same way, in accordance with

the applicable legal framework. In addition, following relevant

decision of the Board of Directors, the shareholders may vote at

the General Meeting by distance voting, either by exercising their

voting rights by electronic means or by mail, prior to the meeting,

as per the applicable provisions of law. In that case, the

shareholders shall be specifically notified on the procedure via the

relevant General Meeting Invitation.

Moreover, upon relevant decision of the Board of Directors, the

General Meeting may not convene in a place, but may convene

entirely with the participation of the shareholders remotely by

electronic means, in accordance with the provisions and

conditions

of

the

applicable

legislation

(i.e.,

Greek

Law

4548/2018).

b) Approval of overall management/Discharge of auditors

from liability

Following approval of the Annual Financial Report, the Annual

General Meeting, by virtue of a decision taken by open vote and

as per the Articles of Association, may approve the overall

management carried out during the relevant financial year, as well

as the discharge of the independent auditors from any liability.

The members of the Board of Directors that are shareholders of

the Bank may take part in the said voting, only on the basis of the

number of shares they hold or as proxies of other shareholders

provided they have obtained relevant authorization with express

and specific voting instructions. The same apply to the Bank’s

employees.

The Bank may waive claims against members of the Board of

Directors or other individuals or proceed with a settlement with

them, only if the conditions of Article 102 par.7 of Greek Law

4548/2018 are met.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

151

2.4. Chairing of the General Meeting

The Chair of the Board provisionally chairs the General Meeting.

Should s/he be unable to attend the General Meeting, s/he will be

replaced by her/his substitute as per par. 3 of Article 20 of the

Articles of Association or by the CEO. Should such substitute be

also unable to attend, the General Meeting will be provisionally

chaired by the Shareholder that owns the largest number of

shares, or by the proxy thereof. The Chair, or her/his substitute,

shall appoint individuals to serve as provisional Secretaries of the

General Meeting. Subsequently, the General Meeting promptly

elects the Chair and two secretaries, the latter also acting as vote

counters.

2.5. Quorum and Majority required to

passing resolutions

The General Meeting forms a quorum and validly deliberates on

the items on the agenda when Shareholders owning at least 1/5 of

the paid-up capital are present or represented thereat.

Should there be no such quorum, the General Meeting must

reconvene within twenty (20) days as of the date of the meeting

that was cancelled, by at least ten (10) full days prior invitation to

this effect; at such repeat meeting, the General Meeting forms a

quorum and validly deliberates on the original agenda irrespective

of the portion of the paid-up share capital represented.

In the event that no quorum is formed, if the place and time of the

repeat meetings prescribed by law are specified in the original

invitation, no further invitation is required, provided the repeat

General Meeting takes place at least five days after the cancelled

General Meeting.

Exceptionally, with respect to resolutions concerning:

•

a change in corporate nationality;

•

a change in corporate activities;

•

an increase in Shareholder liability;

•

an ordinary share capital increase, unless imposed by law

or implemented through capitalization of reserves;

•

a decrease in share capital, unless carried out in

accordance with Article 21 par. 5 or Article 49 par. 6 of

Greek Law 4548/2018;

•

a change in the profit appropriation method;

•

a corporate merger, split-off, transformation, revival,

extension of duration or dissolution of the Bank;

•

delegation or renewal of powers to the Board of Directors

to decide for the share capital increase as per para. 1 of

Article 24 of Greek Law 4548/2018;

•

a Bond issue in the form of convertible bonds, as per

Article 71 par. 1a of Greek Law 4548/2018;

•

an issue of Warrants as per Article 56 par. 1 of Greek Law

4548/2018;

•

the approval of deviations in the use of capital raised as

per Article 22 of Greek Law 4706/2020, the disposal of

assets as per Article 23 of Greek Law 4706/2020; and

•

in any other case provided for by law.

The General Meeting forms quorum and validly deliberates on the

agenda when Shareholders representing ½ of the paid-up share

capital are present or represented thereat. Should no quorum be

formed at the first meeting, as described in the preceding

paragraph, a repeat meeting must convene within twenty (20)

days as of the first meeting, with at least ten (10) full days prior

invitation, and forms quorum and validly deliberates on the

original agenda when at least 1/5 of the paid-up share capital is

represented thereat. If the place and time of the repeat meetings

prescribed by law in the event that no quorum is formed are

specified in the original invitation, no further invitation is required,

provided each repeat General Meeting takes place at least five (5)

days after the cancelled General Meeting.

Resolutions are adopted by absolute majority of the votes

represented at the General Meeting. Exceptionally, resolutions on

items that require increased quorum are adopted by a majority of

2/3 of the votes represented at the General Meeting. The voting

results shall be subject to the applicable legislation.

Specifically, for the resolutions for the share capital increase

mentioned in para. 2 of Article 7 of Greek Law 3864/2010,

including the resolutions for the issuance contingently convertible

bonds or other convertible financial instruments, are taken by the

General Meeting, representing at least 1/5 of the paid-up share

capital and with absolute majority of the votes represented in the

General Meeting. If this is not the case, para. 2 of Article 130 of

Greek Law 4548/2018 is applied.

2.6. Rules governing amendments to the

Articles of Association

The General Meeting is the sole corporate body vested with

authority to decide on amendments to the Bank’s Articles of

Association, in accordance with Article 117 of Greek Law

4548/2018 and Article 9 of the Bank’s Articles of Association. The

General Meeting convened for the purpose of introducing

amendments to the Articles of Association or for the adoption of

resolutions requiring enhanced quorum and majority (statutory

General Meeting) may be ordinary or extraordinary.

3. Minority Shareholder’s Rights

The shareholders’ rights of minority are in accordance with the

applicable provisions of Greek Law 4548/2018, as in force, and

also, with the relevant Articles of Association. In particular:

Rights regarding the General Meeting

•

At the request of Shareholders representing 1/20 of the

paid-up share capital, the Board of Directors is obliged to

convene an extraordinary General Meeting setting the

date thereof not later than forty-five (45) days as of the

date on which the request was submitted to the Chair of

the Board of Directors. The request indicates the items on

the agenda.

•

At the request of Shareholders representing 1/20 of the

paid-up share capital, the Board of Directors shall add to

the agenda of the General Meeting that has been

convoked additional items, provided the respective

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

152

request is submitted to the Board of Directors at least

fifteen (15) days prior to the said General Meeting and

meets the requirements of Article 30 par.2 of the Articles

of Association.

•

Shareholders representing 1/20 of the paid-up share

capital may submit, pursuant to Article 123 par.3 of Greek

Law 4548/2018, draft resolutions on the items included in

the initial or the revised agenda, provided the respective

request has been submitted to the Board of Directors at

least seven (7) days prior to the date of the General

Meeting and the draft resolutions be made available to the

shareholders, pursuant to par. 3 Article 123 of Greek Law

4548/2018, at least six (6) days prior to the date of the

General Meeting. The Board of Directors is under no

obligation to take any of these steps if the content of the

respective request by shareholders clearly infringes the

law and decent conduct.

•

Specifically, for the General Meetings convened in

accordance with Article 7 of Greek Law 3864/2010, the

above deadlines are reduced to four (4) and three (3) days

respectively.

•

At the request of Shareholder(s) representing 1/20 of the

paid-up share capital, pursuant to Article 123 par.3 of

Greek Law 4548/2018, the Chair of the General Meeting

shall postpone, only once, decision-making by the General

Meeting, whether it is annual or extraordinary, for all or

certain items in the Agenda, for a new General Meeting to

be held on the continuation date indicated in the

Shareholders’ request, but not later than twenty (20) days

as of the said postponement.

•

Specifically, for the General Meetings convened in

accordance with Article 7 of Greek Law 3864/2010, the

above deadline is reduced to three (3) days.

•

The General Meeting held following such postponement,

being a continuation of the previous General Meeting, is

not subject to publication requirements as regards the

invitation to Shareholders, and new Shareholders may also

participate therein, duly complying with the formalities

regarding participation.

•

At the request of Shareholders representing 1/20 of the

paid-up share capital, decision-taking on the General

Meeting agenda shall be by open vote.

•

At the request of any Shareholder filed to the Bank at least

five (5) full days before the date of the General Meeting,

the Board of Directors provides the General Meeting with

any such specific information on the Bank’s business as

may be requested, insofar as they are relevant to the items

in the Agenda.

•

Specifically, for the General Meetings convened in

accordance with Article 7 of Greek Law 3864/2010, the

above deadline is reduced to three (3) days.

•

The Board of Directors may provide a single answer to

shareholders’ requests that are of similar content. No such

obligation to provide information applies, in the event that

the said information is already available on the company’s

website, particularly in the form of questions and answers.

Moreover, at the request of Shareholders representing

1/20 of the paid-up share capital, the Board of Directors

informs the General Meeting, provided it is an annual one,

of the amounts paid by the Bank to each Director or the

Managers of the Bank over the last two years, and of any

benefits received by such persons from the Bank for

whatever reason or under any agreement with the Bank.

In all of these cases, the Board of Directors is entitled to

decline the provision of the information requested, for

good reasons, which are recorded in the minutes.

Depending on the circumstances, one such good reason

may be the requesting Shareholders’ representation on

the Board of Directors as per Articles 79 or 80 of Greek Law

4548/2018.

•

At the request of Shareholders representing 1/10 of the

paid-up share capital, filed with the Bank at least five (5)

full days before the General Meeting, the Board of

Directors

shall

provide

the

General

Meeting

with

information on the current status of corporate affairs and

assets of the Bank.

•

For the General Meetings convened in accordance with

Article 7 of Greek Law 3864/2010 the above deadline is

reduced to three (3) days.

•

The Board of Directors may decline to supply the

information requested for good reasons, which are

recorded in the minutes. Such good reason may be,

depending

on

the

circumstances,

the

requesting

shareholders’ representation on the Board of Directors,

pursuant to Articles 79 or 80 of Greek Law 4548/2018,

provided that the respective directors have received the

relevant information in an adequate manner.

In the cases of paragraphs 6 and 7 of Article 30 of the Bank’s

Articles of Association, any dispute as to the validity of the reason

for declining to provide the Shareholders with the information

requested shall be settled by a judgment rendered by the

competent court of the place of the Bank’s registered office. By

virtue of the said judgment, the Bank may be required to provide

the information it had declined. The said judgment shall not be

challenged before Courts.

Under all circumstances, when requesting shareholders exercise

their rights as above, they are required to produce proof of their

shareholder capacity and number of shares, with the exception of

first sub paragraph of par. 6 of Article 30 of the Bank’s Articles of

Association. Shareholder status is evidenced by any means

provided by law and, in any case, by means of the information

obtained by the Bank from the central securities depository, if

providing registry services, or, in any other case, through the

registered intermediaries who are members of the central

securities depository.

b) Rights regarding extraordinary audit

•

Shareholders representing at least 1/20 of the paid-up

share capital are entitled to file with the competent court

a petition for an extraordinary audit of the Bank in

accordance with the procedure provided for by law. The

said audit is ordered if the acts alleged by the petitioners

are deemed likely to contravene provisions of the law, or

of

Articles

of

Association,

or

of

General

Meeting

resolutions. Under all circumstances, audit requests as

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

153

above must be filed within three (3) years of approval of

the Annual Financial Statements for the year in which such

acts allegedly occurred.

•

Shareholders representing 1/5 of the paid-up share capital

may file with the competent court a petition for an

extraordinary audit of the Bank if the overall corporate

performance suggests that the management of corporate

affairs has not been based on sound or prudent practices.

Shareholders requesting an audit as above shall provide the court

with proof of ownership of the shares entitling them to the audit

request.

4. Other Shareholder Rights

Additional information on the Shareholder rights and their

exercise is included in the Supplementary Report for the Annual

General Meeting, as required by Article 4 of Greek Law 3556/2007,

as in force, which is part of the Bank’s Annual Financial Report.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

154

D.

Board of Directors and Other Management, Administrative and Supervisory Bodies

Board of Directors of the Bank

The Bank is managed by the Board of Directors, which is responsible for ensuring strategic direction, management supervision and adequate

control of the Bank, with the ultimate goal of increasing the long-term value of the Bank and protecting the corporate interest at large, in

compliance with the current legal and regulatory framework, including the provisions of the Relationship Framework Agreement between

the Bank and the HFSF, as each time in force.

NBG’s Board of Directors composition is as follows:

Gikas Hardouvelis

Chair of the Board

Non-Executive

Number of shares*

28,300

Prof. Gikas A. Hardouvelis is the Chair of the Board of Directors of the National Bank of Greece since July

2021. In the previous two years, he was already a member of the Board of NBG, serving as the Senior

Independent Director. He is also Chair of the Board at the Hellenic Bank Association (HBA), emeritus

Professor of Finance and Economics in the Department of Banking and Financial Management of the

University of Piraeus in Greece and a Research Fellow at the Centre for Economic Policy Research in

London.

Currently, he is also active in several non-profit organizations, being the First Vice Chair of the Board of

Directors and Member of the Executive Committee of the Foundation of Economic and Industrial

Research (IOBE), Member of the Board of Trustees of Anatolia College, a non-profit primary, secondary

and tertiary private educational institution in Thessaloniki, and President of the Cultural Foundation of

the National Bank of Greece (known as MIET) for the support of the Humanities, Fine Arts, and Sciences.

Prof. Hardouvelis holds a Ph.D. in Economics from the University of California, Berkeley (1985), as well

as a B.A. (Magna Cum Laude) and a M.Sc. in Applied Mathematics from Harvard University (both in

1978). He has taught at Barnard College of Columbia University and the School of Business of Rutgers

University. His academic work in Finance and Macroeconomics has been published in prestigious top-

ranking academic journals.

Prof. Hardouvelis served as a Research Adviser & Senior Economist at the Federal Reserve Bank of New

York (1987-1993) and as an Adviser to the Bank of Greece (1994-1995), where he also acted as an

Alternate to the Governor at the European Monetary Institute (“EMI”) -the precursor to the ECB.

In the private financial sector, he held key managerial positions at the National Bank of Greece (1996-

2004) and Eurobank (2005-2014). He was a founding member of the Board of Directors of the Athens

Derivatives Exchange (1997-2000), presently merged with the Athens Stock Exchange. He has also been

a member of the Academic Council of the Hellenic Bank Association (“HBA”), its President and the HBA

EBF-EMAC (European Banking Federation -Economic and Monetary Affairs Committee) representative.

His long standing academic and banking career was also accompanied by intermissions for public sector

service in senior government positions. He served as the Minister of Finance of the Hellenic Republic

from June 2014 to January 2015. Prior to being Minister of Finance, Prof. Hardouvelis had already served

twice as the Director of the Economic Office of the Greek Prime Minister from May 2000 to March 2004

and from November 2011 to May 2012.

Pavlos Mylonas

Executive Board Member

Chief Executive Officer

Number of shares*

56,776

Chair of the Executive Committee, the Senior Credit Committee, the ALCO and the Provisions and

Write-Offs Committee

Mr. Pavlos Mylonas was appointed Chief Executive Officer of National Bank of Greece in July 2018. He

joined NBG in 2000 and served, inter alia, as Deputy CEO, CRO and Head of Strategy.

He worked as a Senior Economist at the Organisation for Economic Co-operation and Development

(“OECD”) from 1995 to 2000, as well as at the International Monetary Fund from 1987 to 1995. In the

years 1985-1987 he was visiting Assistant Professor at the Department of Economics in Boston

University.

He holds a Bachelor of Science in Applied Mathematics-Economics (Magna cum Laude and Phi Beta

Kappa) from Brown University, as well as a Master of Arts and a Ph.D. in Economics from Princeton

University.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

155

Christina Theofilidi

Executive Board Member

General Manager of

Retail Banking

Number of shares*

35,212

Member of the Executive Committee and the ALCO

Mrs. Christina Theofilidi was elected Executive Board Member in July 2019.

She was appointed as General Manager of Retail Banking and Member of the Executive Committee of

NBG in December 2018. She also serves as a Non-Executive Member at the Board of Directors of Ethniki

Insurance, and a Non-Executive Member on the Board of Directors of National Bank of Greece Cultural

Foundation (“MIET”).

She started her career in the banking sector in 1988 working for Societe Generale and Citibank by

holding positions in Marketing and Branch Network. In 1997, she joined the Eurobank group and held

various senior positions in Retail Banking, as Commercial Manager of Eurobank Cards S.A., as Assistant

General Manager of International Activities of Eurobank, as General Risk Manager of Eurobank

Household Lending S.A. and in 2013 as Managing Director of Eurobank Household Lending S.A. In 2014,

she joined in Eurobank the newly founded Troubled Assets unit and held the position of Retail Remedial

General Manager. From September 2016 up to December 2018, she served as Individual Banking and

Retail Products General Manager.

She holds a Master in Business Administration (“MBA”) Degree from INSEAD (European Institute of

Business Management) and a Bachelor’s Degree with a double major in Economics and Psychology from

Swarthmore College of Pennsylvania, USA.

Avraam Gounaris

Senior Independent Director

Number of shares*

Nil

Member of the Audit Committee and the Compliance, Ethics and Culture Committee

Mr. Avraam Gounaris was appointed as Independent Non-Executive Director of the Board of Directors

in July 2019. On 22 December 2021, the Board of Directors elected Mr. Avraam Gounaris as Senior

Independent Director.

He has diverse managerial experience with an emphasis on restructuring and transition management

and is considered an expert in multiple stakeholder management.

In the past, he held several senior positions in both the public and private sectors and has served, among

others, as non-executive member of the Board of Directors of Euroconsultants, executive member of

the Board of Directors of ECUSA and Chair of the Board of Directors of Investment Bank of Greece.

Currently, he provides consulting services to Octane Management Consultants.

He holds a Bachelor of Science in Business Administration (Finance) and an MBA from the University of

Nevada, Reno.

Claude Piret

Independent

Non-Executive Member

Number of shares*

Nil

Chair of the Board Risk Committee, Vice-Chair of the Audit Committee

Member of the Strategy and Transformation Committee

Mr. Claude Piret has been member of the Board of Directors of National Bank of Greece since November

2016 and for the period of April -December 2021 he was temporarily serving as interim Senior

Independent Director.

He possesses extensive experience in the international financial sector, having a career of over 35 years

in international banking institutions. He has served in high-ranking positions for a number of years at

Dexia Group, and has extensive experience in audit, risk management commercial banking and in the

areas of management of non-performing loans. Currently he is a member of the Board of Directors of

Saint Pierre Hospital in Belgium.

Mr. Piret holds a Diploma in Civil Engineering from The Université catholique de Louvain (Belgium) and

a post-graduate degree in Management (Finance) from The Université Libre de Bruxelles (ULB) – Solvay

Institute.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

156

Wietze Reehoorn

Independent

Non-Executive Member

Number of shares*

Nil

Chair of the Corporate Governance and Nominations Committee and the Strategy and

Transformation Committee

Vice-Chair of the Board Risk Committee

Mr. Wietze Reehoorn was appointed as Independent Non-Executive Director of the Board of Directors

in July 2019.

Mr. Reehoorn is an experienced senior banking executive, having held a number of senior managerial

positions in a market leading international bank. His diverse experience offers skills relating to risk,

strategy and corporate governance, as well as commercial, corporate, and wholesale banking

experience.

He was a member of ABN AMRO for over 30 years, where he held various positions some of which

include being a member of the Managing Board during the last 8 years (2010- 2017) being the Chief Risk

Officer, as well as the Chief of Strategy/Corporate Development/Investor Relations/Economic Affairs.

From the Managing Board, he was collectively responsible for the integration of ABN AMRO with Fortis

and also co-led the IPO of ABN AMRO in 2015. Moreover, he held the position of Chair of the Supervisory

Board of IFN Group.

Currently, Mr. Reehoorn serves as Chair of the Supervisory Board of MUFG Bank (Europe) N.V. (MBE)

and MUFG Securities (Europe) N.V. and as member of the Supervisory Board of Anthos Private Wealth

Management B.V. Additionally, he holds the positions of Chair of the Supervisory Council of Stichting

Topsport Community, member of the Supervisory Council of Frans Hals Museum, member of the Board

of Directors of ABE Bonnema Stichting and member of the Board of Directors of Koninklijke Hollandsche

Maatschappij der Wetencchappen.

Mr. Reehoorn holds a Master’s Degree in law from Rijksuniversiteit Groningen.

Anne Marion-Bouchacourt

Independent

Non-Executive Member

Number of shares*

Nil

Chair of the Human Resources and Remuneration Committee

Member of the Corporate Governance and Nominations Committee and of the Innovation and

Sustainability Committee

Mrs. Anne Marion-Bouchacourt was appointed as Independent Non-Executive Member of the Board of

Directors of the National Bank of Greece in April 2020.

During her long career, she has served in various positions, gaining extensive expertise in the fields of

Human Resources and Culture, ESG, Banking and Transformation projects and having considerable

experience in accounting, financial auditing, strategy and organization.

Mrs. Anne Marion-Bouchacourt possesses significant experience in the banking sector and has served

in high-ranking positions in international financial organisations and firms.

She served, among others, as senior executive at Societe Generale Group for over 15 years, in particular,

as Group Chief Country Officer for China (2012 – 2018), as Senior Executive Vice President, Corporate

Human Resources (2006 – 2012), and she has also worked as an auditor (1981 – 1986) and as a

consultant (1986 – 1999) with PricewaterhouseCoopers (PwC), having been appointed Director in PwC’s

Financial Services sector, while she had additionally been a consultant in strategy and organization at

Solving International (2002 – 2004) and at Gemini Consulting (1999 – 2002).

Until recently, she was serving as Chair of Societe Generale Private Banking Switzerland and she also

acted as Societe Generale Group Country Head for Switzerland and CEO of Societe Generale Zurich,

while she was also serving as Vice-President of the Association of Foreign Banks in Switzerland, as well

as Member of the Board of the Swiss Bankers Association.

Currently she serves as an Independent Non-Executive Member and Chair of the Nomination and

Remuneration Committee at Ipsos. Additionally, she serves as President of ‘Conseillers du Commerce

extérieur de la France (Suisse)’, as well as Member of the Board of the Swiss Sustainable Finance. Mrs.

Marion-Bouchacourt graduated from the École Supérieure de Commerce de Paris. She holds a post-

graduate diploma in Finance from the Paris Dauphine University and is a Chartered Accountant.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

157

Matthieu Kiss

Independent

Non-Executive Member

Number of shares*

Nil

Chair of the Audit Committee

Vice-Chair of the Strategy and Transformation Committee

Member of the Corporate Governance and Nominations Committee

Mr. Matthieu Kiss was appointed as Independent Non-Executive Member of the Board of Directors of

the National Bank of Greece in December 2020.

Mr. Kiss possesses extensive experience in the banking sector, having served in prominent financial

organizations, and expertise in the area of audit.

He had served as Global CFO, Retail Banking & Wealth Management at HSBC Group, as well as CFO of

HSBC France & Continental Europe. In addition, he has served as member of Boards and Audit

Committees at various financial organisations, including at CCF-Charterhouse and Elysées-bourse (the

brokerage subsidiary of CCF), Aurel-Leven and Charterhouse bank.

Mr. Kiss had been a Member of the

Board at HSBC Asset Management France from 2009 to 2022.

Until recently, he was serving as a Member of the Board and Chair of the Audit Committee at HSBC

Insurance France.

Currently, he serves as Non-Executive Director at Europe Arab Bank S.A. (EAB) and he also chairs as a

volunteer the Finance Committee of the French arm of the Salvation Army.

He holds a BA in law from the University of Paris II, an MBA Degree from Institut d’études Politique de

Paris and a diploma in Public Administration from L’ École Nationale d’ Administration.

Elena Ana Cernat

Independent

Non-Executive Member

Number of shares*

Nil

Vice Chair of the Human Resources and Remuneration Committee and of the Innovation and

Sustainability Committee

Member of the Board Risk Committee and the Compliance, Ethics and Culture Committee

Mrs. Elena Ana Cernat was appointed as Independent Non-Executive Director of the Board of Directors

in July 2019.

Mrs. Cernat is a highly experienced banker, having held several senior executive and non – executive

positions during her career, with emphasis in business development and innovation. She possesses

substantial experience in retail banking, developing new business, digital and multichannel strategies.

In the past, among others, Ms. Cernat held the position of Executive Vice-President of Idea Bank, CEO

of Alior Bank Warsaw – Bucharest branch and of a member of the Board of Directors of Euroline Retail

Services (member of Eurobank Group).

Currently, she is a Board member at Tirana Bank Sh.A and a volunteer Board member of

Cooperativadeenergie.ro (renewable energy cooperative).

She holds a B.A. in Philology, Applied Modern Languages from Babes – Bolyai University, Romania, an

MBA degree, from the Romanian – Canadian MBA Program, certificate by University of Octava and HEC

Montreal, as well as several certifications including among others Certification in Banking Marketing

and she has been authorized by the Central Bank of Romania (BNR) KNF Poland and ECB. Ms. Cernat has

also enrolled in a Sustainability Transition management executive master’s degree with Bologna

Business School.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

158

Aikaterini Beritsi

Independent Non-Executive

Member

Number of shares*

Nil

Chair of the Compliance, Ethics and Culture Committee

Vice-Chair of the Corporate Governance and Nominations Committee

Member of the Strategy and Transformation Committee

Mrs. Aikaterini Beritsi was appointed as Non-Executive Director of National Bank of Greece in July 2019.

In July 2021, Mrs. Beritsi was appointed Independent Non-Executive Member of the Board.

She has substantial experience in the Greek Banking sector by holding senior positions at major systemic

banks. In addition, she is an expert in corporate governance, following her directorships in three other

Greek banks (two of them systemic), where she had a leading role in introducing best practice and

addressing significant internal control issues.

In the past, she had served as member of the Board of Directors and all statutory committees of Piraeus

Bank and Eurobank, Chair of the Board of Directors of New Proton Bank and of Proton Bank S.A., as well

as member of the Board of Directors of Credit Agricole Group/Emporiki Bank’s subsidiaries in South

Eastern Europe.

Until recently, she was serving as an Independent Non-Executive Member of the Board of Directors and

as the Chair of the Audit Committee and of the Remuneration and Nomination Committee of E.Y.D.A.P.

S.A.

She is a graduate of the Department of Economics of the National and Kapodistrian University of Athens

and she has completed the program Modern Governance in Banking at INSEAD, while she has

participated in multiple financial seminars and managerial training programs.

JP Rangaswami

Independent

Non-Executive Member

Number of shares*

Nil

Chair of the Innovation and Sustainability Committee

Member of the Audit Committee and of the Human Resources and Remuneration Committee

Mr. JP Rangaswami was appointed as Non-Executive Member of the Board of Directors of the National

Bank of Greece in October 2020. In July 2021, Mr. Rangaswami was appointed Independent Non-

Executive Member of the Board.

He possesses extended experience of over 35 years in the IT sector and has served in senior positions in

multinational organizations, including financial institutions.

He has served, among others, as Chief Data Officer and Group Head of Innovation at Deutsche Bank, as

well as Global Chief Information Officer at Dresdner Kleinwort Wasserstein.

Currently, he holds the position of an Independent Non-Executive Member of Admiral Group Plc,

Allfunds Bank SA and the Daily Mail and General Trust Plc, he is Board Chair of Webscience Trust,

member of the Trust Board at Cumberland Lodge, while he is also an Adjunct Professor in Electronics

and Computer Science at the University of Southampton.

He holds a BA in Economics from the University of Calcutta, while he has extended his education having

participated in high level educational programs.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

159

Athanasios Zarkalis

Independent

Number of shares*

Nil

Member of the Human Resources and Remuneration Committee

Member of the Innovation and Sustainability Committee

Mr. Athanasios Zarkalis was elected as Independent Non-Executive Member of the Board of Directors

of the National Bank of Greece in July 2022.

With more than thirty (30) years in diverse and highly competitive business environments, twenty (20)

of which in the telecommunications sector, Mr. Zarkalis possesses extensive experience having served

in positions of increasing responsibility, culminating in his most recent role as Chair & Chief Executive

Officer at WIND Hellas Telecommunications S.A. (2009-2022). Mr. Zarkalis started his career in the fast-

moving consumer goods (FMCG) sector (Procter & Gamble, Tasty Goods, Fort James Corporation),

where he remained until 1999, when he moved to the telecommunications industry. In his 20-year

career in telecommunications, he has assumed positions of increasing responsibility, initially in the

commercial sector of Vodafone Greece, and subsequently (2007) at Hellas Online (HOL) as Chief

Executive Officer.

Since 1 October 2023, Mr. Zarkalis has been serving as Non-Executive Chair of the Board of Ethniki

Insurance.

Mr. Zarkalis holds a Bachelor of Science Degree in Chemical Engineering from National Technical

University of Athens (Greece), as well as a Master of Science Degree in Chemical Engineering from the

University of Delaware (USA) and an MBA from Henley Business School (UK).

Periklis Drougkas

Representative of the HFSF

Non-Executive Member

Number of shares*

Nil

Member of Board of Directors and Board Committees

Mr. Periklis Drougkas was appointed as Representative of the HFSF at NBG Board of Directors in July

2018.

He has extensive professional experience in senior-level executive positions in leading regional and

multinational banking and financial services organizations.

He held a series of executive roles with Citibank. From 1994 to 2004 Periklis Drougkas served as Assistant

General Manager, Head of Retail Banking of ING BANK NV, as General Manager, Head of Retail Banking

of Egnatia Bank S.A., while he was also appointed Chair of the Board and Managing Director of Egnatia

Fin S.A. and General Manager of Egnatia Insurance Broker Co. Ltd. In 2004, he joined EFG Eurobank

Group as General Manager in Open24 S.A. In 2008, he was appointed in Alpha Bank Serbia AD as Deputy

President of Executive Board, Head of Retail Banking Business Unit. In 2012, he was appointed Chief

Executive Officer and Chair of Management Board of Alpha Bank Albania SHA.

Furthermore, he held a series of advisory positions and served as Chair of the Albanian Association of

Banks and President of the Hellenic Business Association in Albania. Currently, he serves as Independent

Non-Executive Director of Board of Directors and Audit Committee in a regional bank (Tirana Bank ShA).

He graduated from the Athens University of Economics and Business while he has extended his

education in advanced management programs.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

160

Panos Dasmanoglou

Board of Directors and

Board Committees

Secretary

General Manager

Group Compliance

and Corporate Governance

Number of shares*

26,706

Member of the Executive Committee with no voting rights

Mr. Panos Dasmanoglou has been serving as General Manager of Group Compliance and Corporate

Governance at National Bank of Greece since 2016. In parallel, he has been elected as General Company

Secretary of the Board of Directors and its Board Committees.

During the last 20-year period he has served as Senior Executive of the NBG Group, in various senior

executive positions, in the field of International and Corporate Legal Affairs, Compliance and Anti-

Money Laundering, Human Resources Management and Corporate Governance, while from July 2018

to July 2019 he served as Executive member of the Board of Directors of the National Bank of Greece.

He is Chairman of the Board of Directors of National Securities Company and from 2016 to 2022 he

served as Vice-Chairman of the Board of Directors of National Insurance Company, as well as Vice-

Chairman of the Board of Directors of National Asset Management Company. For a number of years, he

has been an active participant in the workings of the Hellenic Bank Association and the European

Banking Federation in the International Affairs Committee. As of September 2022, he has been assigned

Vice-Chairman of the new Management Committee on ‘Banking Regulation, Compliance & Consumers’

of the Hellenic Bank Association, while at the same time he participates as a member in the Board of

Directors of the Hellenic Ombudsman for Banking-Investment Services.

He holds a law degree (LL.B) from the University of Athens Law School and a Master’s degree in

European Law from the University of Brussels. He has obtained postgraduate international certifications

from INSEAD Business School in the field of modern corporate governance and banking management,

as well as on matters relevant to anti-money laundering and international financial law from Oxford

University.

*Number of common shares as at 31 December 2023.

The composition of the Board of Directors reflects the knowledge, skills and experience required for the discharge of its responsibilities, in

alignment to the Bank’s Board Suitability Policy, its strategy and business model.

The Board of Director’s tasks, key responsibilities and authorities are set out in Greek Law 4548/2018, Greek Law 4261/2014, EU Regulation

468/2014, Greek Law 4706/2020, Greek Law 3864/2010, the Relationship Framework Agreement between the Bank and the HFSF, all as each

time in force, the Hellenic Corporate Governance Code of the Hellenic Corporate Governance Council and the Bank’s internal Corporate

Governance framework, i.e. the Bank’s Articles of Association and the Corporate Governance Code, which is available on the Bank’s website,

at www.nbg.gr (https://www.nbg.gr/en/group/esg/corporate-governance/corporate-governance-framework

).

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

161

Appointment of Directors and Operation

of the Board

The members of the Board of Directors are elected by the Bank’s

General Meeting of the Shareholders for a term that cannot

exceed three (3) years and ends at the ordinary General Meeting

of the Shareholders of the year in which such provisioned term

expires. Uneven terms of office may be provisioned for each

Director, insofar as this is prescribed by the current legal and

regulatory framework. All members can be re-elected,

subject to

the fulfillment of requirements set by each time applicable legal

and regulatory framework. The General Meeting of Shareholders

determines each time the exact number of the members of the

Board of Directors (the Board of Directors may consist of a

minimum of seven (7) up to a maximum of fifteen (15) members)

and its independent members.

HFSF Representative

Αn HFSF Representative also participates in the Bank’s Board of

Directors, in line with Greek Law 3864/2010, and the RFA between

the HFSF and the Bank, as in force. In accordance with the RFA

between the HFSF and the Bank, as in force, the HFSF is also

entitled to the appointment of an observer (HFSF Observer-

without voting right) to the Board of Directors of the Bank and all

Board Committees. Currently, Mr. Christoforos Koufalias is the

HFSF’s Observer to the Bank’s Board of Directors and Board

Committees.

Board Members’ Removal and

Replacement

The Board of Directors’ members can be removed at any time by

the General Meeting. In the event that a Director ceases to

participate in the Board of Directors, due to resignation, death,

disease or having forfeited their office for whatever reason, and in

case its replacement by a substitute Director, that have potentially

been elected by the General Meeting is not feasible, the remaining

Directors may either provisionally elect another member to fill the

unoccupied seat for the period of time that remains until the

vacancy for the remaining term of office of the Director replaced,

or may continue to manage and represent the Bank without

replacing the missing Director(s), provided that the number of the

remaining Directors shall remain within the range prescribed by

the Bank’s Articles of Association (currently at least seven), which

is in accordance with the applicable framework.

In the event that a new Director is provisionally elected, the

election shall be valid for the remaining term of office of the

Director replaced and is announced by the Board of Directors at

the immediately following General Meeting, which may replace

the Directors elected even if no relevant item is included on the

agenda. Under all circumstances, the remaining Directors,

irrespective of number, may call a General Meeting solely for

electing a new Board.

Election of Chair and CEO

The Board of Directors elects, by absolute majority from its

members, the Chair and the CEO who manages the affairs of the

Bank and decides on the appointment of executive and non-

executive members of the Board. Moreover, the Board of

Directors may also elect from among its members one or more

Vice Chairs. Furthermore, the Board of Directors decides on the

appointment and duties of the Deputy Chief Executive Officer(s).

The Bank constantly monitors developments internationally in the

field of corporate governance and aims to adopt best practices and

continuously updates its corporate governance framework, in

which context, as well as in accordance with the current regulatory

framework, and best practices in corporate governance, the Bank

distinguishes the role of the Chair from that of the Chief Executive

Officer.

Operation of the Board of Directors

i) Constitution into a Body

The Board of Directors is constituted into a body at its first meeting

following each election of Directors by the General Meeting, as

well as under any circumstances when the Chair’s or the Chief

Executive Officer’s post is vacated for whatever reason. Until the

Board of Directors elects a new Chair or Chief Executive Officer,

the relevant duties are exercised by the substitute thereof.

Furthermore, the Board of Directors may be constituted into a

body

anytime,

following

relevant

decision

by

majority,

determining anew its executive and non-executive members.

ii) Convocation

The Board of Directors convenes as prescribed by Greek

legislation, the Bank’s Articles of Association and the Corporate

Governance Code, as well as according to the provisions of the

Relationship Framework Agreement between the Bank and the

HFSF, as in force. The Board of Directors is convened by the Chair:

•

upon invitation sent by the Board of Directors Secretary to

the Board of Directors members at least three (3) business

days before the meeting. The invitation must clearly

specify the items on the agenda, otherwise decisions

cannot be reached unless all members of the Board of

Directors’ are present or represented at the meeting and

no member objects to decision-making or

•

at the request of at least two (2) Directors, within seven (7)

days from the submission of the written request, which

should clearly specify the agenda of the Board of Directors

meeting requested or

•

upon written request of the HFSF representative within

seven (7) days from the submission of the request to the

Chair. The relevant request shall include the proposed

items of the agenda.

In case the Board of Directors Chair does not proceed with

convocation of the Board of Directors upon request of at least two

(2) directors or the HFSF representative within the above deadline

or does not include in the invitation all proposed items on the

agenda,

then

said

directors

or

the

HFSF

representative

respectively are entitled to convoke the Board of Directors within

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

162

five (5) days from expiry of the above deadline of seven (7) days.

The invitation shall be notified to all Board of Directors members

and to the HFSF observer.

iii) Inclusion of Items on the Agenda

•

Any member may request the Chair to include one or more

items on the agenda of the next Board of Directors’

meeting.

•

Two (2) or more members may require the Chair to include

one or more items on the agenda of the next Board of

Directors meeting.

iv) Decision making

The Board of Directors forms a quorum and validly deliberates

when one half plus one of the Board of Directors is present or

represented, but under no circumstances may the number of

Directors present be less than five (5). In case of meetings

concerning the Bank’s financial statements or issues for which

General Meeting approval by increased quorum and majority is

required in accordance with Greek Law 4548/2018, the Board shall

form a quorum as provided by article 5 paragraph 3 of Greek Law

4706/2020. The Articles of Association describe in detail the

requirements of Directors’ representations for valid resolutions

adoption.

v) Board Secretariat System

Since 2016 the Bank has implemented a special Board Secretariat

system aiming to further enhance and support the efficient

operation of the Board of Directors and its Committees. Through

the Board Secretariat system the members of the Board of

Directors

are

provided

with

appropriate

information

and

notifications, and access remotely the Board of Directors and

Board Committees’ material. Moreover, through the Board

Secretariat system exchange of opinions, and commenting on

issues placed under consideration of the Board of Directors and

Board Committees, and signing of meeting minutes is facilitated

and issues discussed by the Board of Directors and its Committees

are better monitored.

Responsibilities of the Board of Directors

Among other matters, the Board of Directors is responsible for:

•

reviewing and approving the strategic direction of the Bank

and the Group, including the 3-year business plan, the

annual budget and the key strategic decisions as well as

providing guidance to the Bank’s and the Group’s

Management;

•

reviewing the Group’s corporate/organizational structure,

monitoring any risks resulting from this structure and

ensuring the coherence and effectiveness of the Group’s

corporate governance system;

•

acquiring shareholdings in other banks in Greece or

abroad, or divestment thereof;

•

establishing Branches,

Agencies, and Representation

Offices in Greece and abroad;

•

establishing associations and foundations under Article

108 and participating in companies falling under Article

784 of the Greek Civil Code;

•

approving the Bank's internal labour regulations;

•

nominating

General

Managers

/Assistant

General

Managers, as appropriate in line with the applicable

framework and accordingly following proposals by the

Bank’s responsible bodies;

•

reviewing and approving the Group and the Bank's Annual

Financial Report and six-month Financial Report, as well as

the Group Interim Financial Statements;

•

issuing Bonds of any type, with the exception of those for

which

the

Bank’s

General

Meeting

is

exclusively

responsible in accordance with the Greek law;

•

approving and reviewing a Code of Ethics for the

employees of the Bank and the Group and the Code of

Ethics for financial professionals;

•

approving the Bank’s Policies, including Policies on

Sustainability and Corporate Social Responsibility; and

•

approving and reviewing the Group Remuneration Policy

upon decision of its non-executive members, following

recommendation

by

the

Human

Resources

and

Remuneration Committee of the Board of Directors.

It is noted that, in accordance with the Bank’s Corporate

Governance Code, in setting strategy, the Board should focus on

sustainability and consider among others climate-related and

environmental risks when developing the overall business

strategy, objectives and Risk Management Framework and

exercise effective oversight of climate-related and environmental

risks. Within this context, the Board should ensure that material

environmental and social considerations are integrated into the

Bank’s strategy, business model and Risk Management Framework

and addressed in its public disclosures.

Moreover, pursuant to Article 10 of Greek Law 3864/2010 (the

“HFSF Law”), as in force, the representative of the HFSF has the

following veto rights:

i.

Regarding the distribution of dividends and the benefits and

bonus policy concerning the Chairman, the Chief Executive

Officer and the other members of the Board of Directors, as

well as whoever exercises general manager’ s powers and

their deputies for any credit institutions whose ratio of non-

performing loans to total loans, as calculated in accordance

with subsection g(ii), of paragraph 2 of Article 11 of

Commission

Implementing

Regulation

(EU)

2021/451,

exceeds 10%. The HFSF in order to be able to assess whether

the above ratio of non-performing loans to total loans

exceeds or is below 10%, it will be based on publicly available

information.

ii.

Regarding decision to amend the Articles of Association of

the Bank, including the increase or decrease of capital or the

granting of relevant authority to the Board of Directors,

merger, division, conversion, revival, extension or dissolution

of the company, transfer of assets, including the sale of

subsidiary or for any other issue for which an increased

majority is required according to the provisions of Greek Law

4548/2018 and which decision may significantly affect the

participation of the HFSF in the share capital of the Bank.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

163

Directors Nomination - Directors

Suitability and Independence

Assessment

According to Greek Laws 4548/2018 and 4706/2020 on corporate

governance and Bank of Greece Executive Committee’ s Act No

224/21.12.2023 on the suitability assessment of Members of the

Board of Directors and Key Function Holders, as well as Article 9 of

the Bank’s Articles of Association, the General Meeting of the

Shareholders is the sole corporate body vested with the authority

to elect the members of the Board of Directors, as well as to

determine the independent non-executive members, while a

representative of the HFSF participates in the Bank's Board,

pursuant to Greek Law 3864/2010, as in force. In particular,

according to the Bank’s Corporate Governance Code, the Board of

Directors, assisted by the Corporate Governance and Nominations

Committee, proposes to the General Meeting candidate Directors

on the basis of Suitability Assessment Policy and Procedure, which

is complemented especially by the Board Nomination Policy and

the relevant regulatory framework which requires them to meet

the “fit and proper” criteria and not have any systematic conflict

of interest with the Bank. Exceptionally, according to the

provisions of para. 3 of Article 17 of the Bank’s Articles of

Association and Article 82 of Greek Law 4548/2018, in the event

that as a result of resignation, death or forfeiture for whatever

reason a Director ceases to be on the Board of Directors and his

replacement by substitute Directors elected by the General

Meeting is not feasible, the remaining Directors may either

provisionally elect another Director to fill the vacancy for the

remaining term of office of the Director replaced, or continue to

manage and represent the Bank without replacing the missing

Director(s), provided that the number of the remaining Directors

shall be within the range prescribed by the Bank’s Articles of

Association (currently at least seven), which is in accordance with

the applicable framework. Additionally, particularly with regards

to the independent non-executive members of the Board,

according to the provisions of para. 4 of article 9 of Greek Law

4706/2020, in the event that as a result of resignation, death or in

any other way loss of the status of an independent non-executive

member, the number of the independent non-executive members

becomes less than the minimum required by law, the Board of

Directors appoints as independent non-executive member until

the next General Meeting either an alternative member, where

one exists under article 81 of Greek Law 4548/2018, or an existing

non-executive member or a new member that is elected for

substitution, under the condition that the independence criteria of

par. 1 of article 9 of Greek Law 4706/2020 are fulfilled. When

pursuant to a decision of the competent body of the company, it

is provided for a number of independent non-executive members

greater than the one provided in par. 2 of article 5 of Greek Law

4706/2020, and following the replacement, the number of the

independent non-executive members of the Board of Directors is

less than the aforementioned provided number, a relevant

announcement shall be published to the website of the bank and

remains published until the next General Meeting.

In any case, the election of members of the Board of Directors is

subject to constant review and approval by the SSM.

The nomination of the Bank’s Board of Directors is performed in

accordance with the Bank’s detailed Directors’ Nomination Policy,

the Board Suitability Assessment Policy and Procedure and the

Board Diversity Policy, the provisions of the Bank’s Articles of

Association, the Corporate Governance Code and the Corporate

Governance and Nominations Committee Charter, the provisions

of the relevant regulatory framework (especially, Greek Laws

4706/2020, 4548/2018, 4261/2014 and 3864/2010, and the Bank

of Greece Executive Committee’s Act No. 224/1/21.12.2023 on the

suitability assessment of Members of the Board of Directors and

Key Function Holders, all as in force), as well as relevant guidelines

of the European Central Bank and the European Banking Authority,

while taking into account international best practices. Each

nominee fulfils such criteria that ensure the appropriate

governance and guidance of the Bank’s strategy in respect of

economic, business and policy issues, so as to ensure the required

approval of the supervisory authorities in national and European

level.

Following each election of Directors by the General Meeting of the

Shareholders, as well as under any circumstances when the Chair's

or the Chief Executive Officer’s post is vacated for whatever

reason, the Board of Directors constitutes into a body at its first

meeting thereof and elects its Chair and the Chief Executive Officer

who manages the affairs of the Bank, by absolute majority from

among

its

members.

According

to

the

Bank’s

Corporate

Governance Code, the Bank distinguishes the role of the Chair of

the Board of Directors and the role of the Chief Executive Officer.

Moreover, the Board of Directors has the authority to elect Vice

Chair(s) and to decide on the appointment and duties of Deputy

Chief Executive Officer(s), while also the Board may elect, from

among

its

independent

non-executive

members,

a

Senior

Independent Director.

The Bank’s internal Corporate Governance Framework (especially,

the Corporate Governance Code, as well as the Board Suitability

Assessment Policy and Procedure) describes specific suitability

criteria that shall be met by candidates as regards their initial and

ongoing

suitability,

professional

competencies

that

are

incompatible with the position of Board member at the Bank,

criteria concerning independence of non-executive members,

participation of candidates on other boards, as well as other cases

that are incompatible with the position of Board member. The

Bank aims to ensure the best composition for the Board of

Directors and that, in any case and at all times, all members of its

Board of Directors are individually suitable for their respective

roles and that the Board collectively possesses adequate

knowledge, skills and experience to be able to understand the

Bank’s activities, including the main risks.

In order to be considered as a suitable candidate, prospective

nominees should at least: (a) fulfil the minimum requirements

provided in the regulatory framework, the Hellenic Corporate

Governance Code of the Hellenic Corporate Governance Council,

constituting

the

Hellenic

Corporate

Governance

Code

for

Companies with securities listed on the stock market, which the

Bank has adopted, the Bank’s Corporate Governance Code, which

includes additional provisions in compliance with more specific

corporate governance framework applying to credit institutions,

as well as provisions on internal arrangements and processes that

the Bank implements, and internal policies, including with regard

to

qualifying

criteria

for

Board

membership,

directors’

incompatibilities, and independence criteria (where appropriate);

(b) fulfil the minimum eligibility criteria stipulated in Greek Law

3864/2010 (HFSF Law), as in force; (c) meet the minimum

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

164

suitability criteria set out in Article 91 of the CRD, as in force,

namely: (i) experience; (ii) reputation; (iii) conflicts of interest and

independence of mind; (iv) time commitment; and (v) collective

suitability (as further detailed in Annex I of the Board of Directors

Suitability Assessment Policy and Procedure); (d) have no

systematic conflict of interest with the Bank as per the applicable

regulatory and internal framework (including the Bank’s Articles of

Association, NBG Group Code of Ethics and Policy for avoiding

Conflicts of Interest for Board members, Senior Executives and

other Related Parties of NBG; (e) meet particular criteria as each

time determined for the role and duties of the specific position.

In selecting and proposing to the General Meeting of the

Shareholders potential members of the Board of Directors, or in

appointing new members in replacement of members who for

whatever reason cease to be on the Board of Directors, the Board

of Directors shall seek to propose candidates whose nomination

ensures that the Board of Directors as a collective body presents

above all the following profile:

•

has a thorough knowledge of the financial industry,

counting among its members individuals who are serving

or have served in the past in leadership positions in

financial institutions. More specifically, Board membership

shall have the appropriate mix and experience in financial

services or commercial banking and adequate time to

provide effective oversight of a Group that offers a diverse

range of financial services and operates on an international

scale. Some of its members have significant long-time

experience in financial management, accounting, and risk

and capital management and control. Board members are

also aware of the legal and regulatory requirements of the

banking industry;

•

has substantial business and professional experience,

counting among its members individuals who are serving

or have served in the past as Chair, Chief Executive Officers

or senior managers of large organizations that are active in

the areas of banking, audit, risk management or distressed

asset management and have built a reputation that

demonstrates the ability to make the kind of important and

sensitive business decisions that the Board of Directors is

called upon to make;

•

has a full understanding of the structure and dynamics of

NBG’s customer universe, and of the principal markets in

which the Group is currently active;

•

has

substantial

international

experience

and

can

contribute to NBG's aspirations in the specific geographical

region in which NBG is active;

•

ensures, as far as possible, adequate representation of

both genders, in alignment to respective legal provisions

and the Bank’s Board Diversity Policy;

•

reflects the business model and the financial condition of

the Bank;

•

the principle of diversity is respected in the selection of

Directors for the Board, in alignment to respective legal

provisions and the Bank’s Board Diversity Policy. Diversity

is one factor that can enhance the functioning of the Board

of Directors, as it addresses the phenomenon of “group

think”

and

facilitates

independent

opinions

and

constructive challenging in the process of decision making.

The Board’s Corporate Governance and Nominations Committee

monitors on an ongoing basis the suitability of the members of the

Board to identify, in light of any relevant new fact, situations

where a reassessment of their suitability should be performed,

while in any case, the Corporate Governance and Nominations

Committee performs a periodic suitability re-assessment at least

annually.

Particularly in case a member takes on an additional directorship

or starts to perform new relevant activities, the Corporate

Governance and Nominations Committee shall provide clearance

on the assumption of the new position, assessing among others

that the Board member is able to commit sufficient time to

perform their functions in the Bank and whether or not the

limitation of directorships under Article 91(3) of Directive

2013/36/EU, as each time in force, is being complied with, with the

aim to ensure that the Bank operates in full compliance with the

regulatory prescribed limits applying and avoid any risk of

overboarding.

Furthermore, the Bank, in alignment also to the provisions of

Greek Law 4706/2020 and Bank of Greece Executive Committee’ s

Act No 224/21.12.2023 on the suitability assessment of Members

of the Board of Directors and Key Function Holders, affirms on an

annual basis fulfilment by independent non-executive Board

members of the independence criteria set by the above applicable

framework. Specifically, the Bank has carried out checks to confirm

fulfilment by independent non-executive Board members of the

independence

requirements

laid

down

in

the

applicable

framework, including the independence requirements of Article 9

of Greek Law 4706/2020, before publication of the present Annual

Financial Report. Furthermore, it is noted that the Board Chairman

also meets in substance the independence requirements laid

down in the applicable framework, however the Bank considers

that the Board Chair position qualifies as non-executive, given the

fact that a service provision contract is in place for the Board Chair

position.

The Bank monitors developments in the applicable framework and

relevant guidelines and best practices and proceeds to the actions

deemed appropriate in order to ensure that the policies followed

are in alignment with each time applicable regulatory framework

and relevant guidelines.

Evaluation of the Chief Executive Officer,

the Board of Directors and the Board

Committees

According to the Bank’s Corporate Governance Code and the

Policy and Procedures for the annual evaluation of the Board of

Directors (Board Evaluation Policy), the Board, assisted by the

Corporate Governance and Nominations Committee, conducts an

annual Board effectiveness review to evaluate the effectiveness of

the Board and each Board Committee, as

collective bodies, as well

as its members’ contribution in line with the Board of Directors

evaluation procedure formulated by the Corporate Governance

and Nominations Committee, taking also into consideration the

applicable

legal

and

regulatory

framework

and

corporate

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

165

governance best practices. The evaluation is carried out every

three (3) years by an external consultant whose oversight is the

responsibility of the Corporate Governance and Nominations

Committee.

The

Corporate

Governance

and

Nominations

Committee

determines the timing for the initiation of the annual evaluation of

the Board and its Committees and the assessment of the Board

members on an individual basis, as well as the evaluation

timetable and the methodology that shall be applied and oversees

the evaluation process. The self-evaluation is carried out through

questionnaires to be completed by members of the Board, while

the questionnaires related to the performance of each Board

Committee are completed only by the members of such

Committee. The content of the questionnaires is reviewed by the

Corporate

Governance

and

Nominations

Committee,

in

consultation also with the external advisor, if one has been

appointed, before conducting each evaluation in order to ascertain

that the questionnaires continue to correspond to the conditions

each time prevailing, including the Bank's priorities, the applicable

regulatory framework and the best corporate governance

practices. The results of the overall evaluation of the Board of

Directors and its Committees, as well as anonymous statistical data

regarding members' self-evaluation on an individual basis are

presented and discussed at Board level, while the individual

outcome reports are discussed in individual feedback sessions, as

appropriate.

In 2023, within the context of initiating a number of important

governance projects at NBG and Group entities and following an

extensive Request-For-Proposal (RFP) process, the Corporate

Governance and Nominations Committee assigned to Egon

Zehnder the facilitation of the Board evaluation, in conjunction

also with an assessment of the Board ESG readiness. All Board

members participated in the exercise (namely, all executive and

non-executive Board members). The process included the

completion of online anonymous questionnaires relating to both

the collective review of Board and Board Committees and the

individual, peer-to-peer review of each Board member, followed

at a second stage by in-depth interviews of Egon Zehnder with

each Board member. The areas covered in the collective review

questionnaires

included

especially:

NBG

Strategy

and

Performance; Board Structure and Composition; Board Dynamics

and Relationships (Role of Chairman, CEO, Senior Independent

Director, Company Secretary); Board Processes & Information

Flow; Board Members Appointment & Integration; CEO Succession

Planning; ESG Readiness; Board Committees, while the areas

covered in the peer-to-peer review questionnaires included

especially: Board Result Orientation; Board Strategic Orientation;

Collaboration and Influencing; Participation and Engagement;

Independence and Integrity; Skills and Market Credibility. The

results of the Board evaluation/Board ESG readiness were

presented to the Corporate Governance and Nominations

Committee and the Board in January 2024. Among others, it was

highlighted that the Board is highly effective and engaged,

dedicated, experienced and professional. Board composition is

differentiated, with complementary experiences and skills offering

a diversity of views and supported by a very high level of trust

which allows the Board to be constructive and effective. The level

of efficiency at Board meetings is very high (solid attendance, well-

prepared Directors, good information flow, all mechanisms in

place to ensure good governance). The Board Committees are well

managed and effective in delivering on their respective mandates.

Good progress has been achieved on ESG Readiness. The Board of

Directors has noted the results of the evaluation and shall consider

further enhancement areas, in the context of ensuring continuous

upholding of best practices and effective operation.

Furthermore, during 2023 the Board, with the assistance of the

Corporate Governance and Nominations Committee (jointly with

the Strategy and Transformation Committee where appropriate)

reviewed the framework for the evaluation of the CEO for the year

2023. Additionally, during 2023 the Board conducted the CEO

Evaluation for the year 2022, with the facilitation of Egon Zehnder.

The results of the CEO evaluation were presented to the Board in

September 2023.

Directors Remuneration

Board Directors’ remuneration is determined by the Bank's Annual

General Meeting of Shareholders, upon recommendation of the

Board of Directors (non-executive members), following proposal

by the Corporate Governance and Nominations Committee. The

Executive members do not attend or take part in the Committee

meetings at which their remuneration is discussed and decided.

Prior to its submission to the Annual General Meeting, the

remuneration proposal is subject to consultation with the

competent bodies according to the applicable governance legal

and regulatory framework, as in force. The proposal is formulated

in line with the legal and regulatory framework to which the Bank

is subject, as well as the Bank’s internal Corporate Governance

Framework (esp. the Directors’ & Senior Managers’ Remuneration

Policy and the Charter of the Corporate Governance and

Nominations

Committee

of

the

Board),

and

takes

into

consideration, among others, the general employment and

payment conditions applying to the total of NBG staff, looking to

ensure consistency, the differences in responsibilities and impact

ability of each directorship position and industry best practices, in

a way that adequately reflects the time and effort the members

are expected to contribute to the work of the Board of Directors,

while at the same time promoting effectiveness of the Board of

Directors’ operations.

According to Article 10 of Greek Law 3864/2010, as in force, the

representative of the HFSF can, inter alia, exercise his/her veto

right in the Board decision with regards to the distribution of

dividends and the benefits and bonus policy for Board members

for any credit institutions whose ratio of non-performing loans to

total loans, as calculated in accordance with subsection (ii), of

paragraph 2 of Article 11 of Commission Implementing Regulation

(EU) 2021/451, exceeds 10%. As long as the credit institution is

subject to the provisions of Greek Law 3864/2010 (Article 10 para

3, as currently and as long as it is in force), as long as the ratio of

non-performing loans to total loans exceeds ten percent (10%),

Directors’

fixed

remuneration

shall

in

no

case

exceed

remuneration received by the Governor of the Bank of Greece. Any

additional variable remunerations (bonuses) of Directors shall be

abolished as long as the ratio of non-performing loans to total

loans exceeds ten percent (10%). Similarly, for the period of

participation of the credit institution in the capital enhancement

program

of

Article

7

of

Greek

Law

3864/2010,

variable

remuneration may only take the form of shares or stock options or

other instruments within the meaning of Articles 52 or 63 of

Regulation 575/2013, in accordance with Article 86 of Greek Law

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

166

4261/2014 (Α' 107). In this context during 2023 no variable

remuneration was granted to Non-Executive Board members.

With regards to Executive members of the Board of Directors, their

remuneration is determined in accordance with best market

practices

and

aiming

to

provide

a

competitive

level

of

remuneration

that

reflects

skills,

experience

and

time

commitment, while it is noted that Executive Directors do not

receive any additional remuneration for their participation as

Board members.

Executive Members of the Board participated in the Stock Award

Program established by the Bank following the respective approval

of the AGM held on 28 July 2023.

On 28 July 2023, following the proposal by the Board of Directors

after

relevant

recommendation

of

the

Board’s

Corporate

Governance and Nominations Committee, the Annual General

Meeting of the Shareholders approved the remuneration of the

members of the Board of Directors of the Bank for the financial

year 2022, and determined their remuneration through to the

Annual General Meeting of 2024 in accordance with Article 109 of

Greek Law 4548/2018.

Moreover, in accordance with Article 112 of Greek Law 4548/2018

on Sociétés Anonymes, listed companies are required, among

others, to draw up a Remuneration Report, providing a

comprehensive overview of the remuneration of individual

directors, including to newly recruited and to former directors,

during the most recent financial year, in accordance with the

remuneration policy as per Article 110 of Greek Law 4548/2018.

Within this context, the Bank’s Annual General Meeting of

Shareholders, held on 28 July 2023, following proposal by the

Board of Directors, as assisted by the Corporate Governance and

Nominations Committee, casted an advisory positive vote on the

fiscal year 2022 NBG Board of Directors’ Remuneration Report, in

alignment with the relevant applicable provisions.

Further

information

and

the

NBG

Board

of

Directors’

Remuneration Report are available on the Bank’s website, at

www.nbg.gr (https://www.nbg.gr/en/group/investor-relations/general-meetings-all-

data).

Induction, Continuous Education and Training of

Directors

The Bank offers new Board members an introductory informative

program, which includes an induction program, covering among

others, issues concerning the Bank’s corporate governance and

organizational arrangements and including meetings with key

executives of Bank. As part of the induction program, new

Directors are informed about governance, compliance, key

developments at Group level, matters concerning internal audit,

finance and accounting. Upon their appointment, new Board

members are also provided with detailed material that includes a

manual prescribing basic rights and obligations of Board members

in accordance with applicable legislation, the Bank’s key policies,

as well as all other relevant regulatory provisions or documents

concerning for example obligations of the Bank deriving from the

Relationship Framework Agreement with the HFSF. Additionally,

induction and thematic sessions per Board Committee take place,

focused on the particular issues falling within the competence of

each Board Committee.

Further, the Board of Directors has adopted a Policy for the

Induction and Training of members of the Board of Directors and

its Committees, lastly revised in February 2024, placing special

emphasis on their induction and continuous training, as these are

key to ensuring their initial and ongoing suitability. The Policy is in

line with the applicable regulatory framework and especially with

the provisions of Greek Law 4261/2014 incorporating into Greek

Law the provisions of Directive 2013/36/EU, the Bank of Greece

Executive Committee Act 224/1/21.12.2023 and the joint ESMA

and EBA Guidelines on the assessment of the suitability of

members of the management body and key function holders. The

Policy sets out the induction and training objectives and the

development of the Annual Training Plan for members of the

Bank’s Board of Directors and Board Committees, the resources

allocated by the Bank for induction and training and procedures

for organizing training/educational programs. In this context,

briefings and thematic sessions of the Board by Bank’s competent

executives may be arranged on matters with which Directors

should familiarise themselves while also external trainings can

take place as may be deemed appropriate. During 2023, extensive

external Board training programs were conducted, including

important topics such as, Long-term strategy, Artificial Intelligence

(AI) and Digital Assets, Cybersecurity Awareness, Value Based

Management (VBM). At Committee level, external trainings

conducted included Corporate Reporting Updates IFRS and Non-

financial climate related, Corporate Sustainability Reporting

Directive (CSRD). Further, internal Board training programs

provided included topics such as, Partnerships, ESG, Sustainability,

AI/ChatGPT, Board Training Session on ICAAP, Internal informative

presentations on Corporate and Investment Banking (CIB) business

and Deep dive in Corporate Transaction Banking (CTB), while at

Committee level internal training conducted included topics such

as, Data and Artificial Intelligence and overview of the Digital

Operational Resilience Act - DORA: preliminary compliance

considerations. Finally, briefings were provided on Regulatory

Compliance and AML issues (e.g. on Compliance Risk Assessment

Methodology), regular presentations/information on Credit risk,

Market risk. Updates on stress tests and on scenarios considered,

as well as Compliance/Conduct Culture initiatives.

Board of Directors – Structure

HFSF Representative

Pursuant to Greek Law 3864/2010, and the Relationship

Framework Agreement between the Bank and the HFSF, as in

force, the HFSF participates in the Board of Directors through the

appointment of a representative. As notified to the Bank by HFSF's

Letter dated 23 July 2018, the duties of the HFSF's Representative,

in the context of Greek Law 3864/2010, as in force, are exercised

by Mr. Periklis Drougkas. The HFSF representative is entitled to

participate in the Board Committees and has the rights and

authorities

prescribed

by

Greek

Law

3864/2010

and

the

Relationship Framework Agreement between the NBG and the

HFSF, as each time in force. The HFSF Representative may request

an adjournment of any meeting of the Bank’s Board of Directors

for up to three (3) business days, in order to receive instructions

by the HFSF. Moreover, the Relationship Framework Agreement,

as in force, provides for the appointment of an HFSF Observer

(with no voting rights) at the Board of Directors and all Board

Committees.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

167

Senior Independent Director

Furthermore, as of July 2019, the Bank’s Board of Directors

established the role of the Senior Independent Director (SID), who

is selected among its independent non-executive members. The

duties of the Senior Independent Director, as set out in the Bank’s

Corporate Governance Code indicatively include: acting as a

sounding board for the Chair and serving as an intermediary for

the other Directors; being a key point of contact for shareholders,

regulators and other stakeholders along with the Chair of the

Board; coordinating the non-executive Board members, and

discussing with other Directors issues on which the Chair might

have a conflict of interest and acting as intermediary between

Directors and the Chair, as necessary; acting as a facilitator, to

facilitate and improve relations with shareholders and to assist in

the resolution of conflict in case of crisis or in case of dispute, as

for instance: i) there is a dispute between the Chair and CEO; ii)

shareholders or non-executive directors have expressed concerns

that are not being addressed by the Chair or the Chief Executive

Officer; iii) the relationship between the Chair and CEO is

particularly close; and leading the annual evaluation of the Chair

according to the Bank’s Board Evaluation Policy.

A detailed profile for the role of SID has been formulated under

the oversight of the Corporate Governance and Nominations

Committee and approved by the Board based on regulatory

provisions, international best practices and relevant HFSF

guidelines (role specification). The SID Profile specifies the role of

the SID and the desired skills and qualities given the key

responsibilities of the position, as well as eligibility in accordance

with the current regulatory and legal framework and international

best practice, while also foresees provisions relating to time

commitment and participation in Board Committees. The profile

includes, inter alia, elaborated provisions in the areas of acting as

liaison between Board members and the Board Chair and fulfilling

the role of acting as a sounding Board to the Board Chair, as

suggested by international best practices; in fostering an

environment of open dialogue and constructive feedback; and in

the area of promoting solid and continuous interaction with

shareholders and stakeholders (e.g. regulators, employees, clients,

etc.) and the investor community (existing and potential

shareholders). The selection of the Senior Independent Director is

conducted in accordance with a process which has been

determined by the Corporate Governance and Nominations

Committee, having previously considered relevant international

best practices.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

168

The following table sets forth the current composition of National Bank of Greece Board of Directors:

Position in Board | Name

Start of Term*

End of Term

Profession | Main Expertise, Experience

The Non-Executive Chairman of the Board of Directors

Gikas Hardouvelis

Chair

(Non-Executive)

30 July 2021

2024

Chair of the Board/Professor/Economist/Risk, Strategy and

Corporate Governance Experience

Executive members

Pavlos Mylonas

(CEO)

30 July 2021

2024

Chief Executive Officer

Christina Theofilidi

30 July 2021

2024

Executive Board Member, General Manager of Retail Banking

Independent non-executive members

Avraam Gounaris

(Senior

Independent Director as of

December 2021)

30 July 2021

2024

Economist / Financial Services

Anne Marion-Bouchacourt

30 July 2021

2024

HR / Culture / ESG / Banking / Transformation Projects Experience

Claude Piret

30 July 2021

2024

Risk experience/ Financial Services

Wietze Reehoorn

30 July 2021

2024

Risk, Strategy and Corporate Governance Experience and

Commercial / Corporate / Wholesale Banking Experience

Matthieu Kiss

30 July 2021

2024

Investment Banking/ Retail Banking/ Strategy/ Bank CFO/ Audit

Experience

Elena Ana Cernat

30 July 2021

2024

Banking/Digital Banking Experience

Aikaterini Beritsi

30 July 2021

2024

Corporate Governance Experience / Financial Services

JP Rangaswami

30 July 2021

2024

IT/Digital Transformation Experience

Athanasios Zarkalis

28 July 2022

2024

Commercial, Retail and Strategy Experience

Non-Executive Representative of the HFSF (Greek Law 3864/2010)

Periklis Drougkas

30 July 2021

2024

Economist / Financial Services

Board and Board Committees’ Secretary

Panos Dasmanoglou

30 July 2021

2024

General Manager of Group Compliance and Corporate Governance

•

Date of election of the Members of the Board of Directors by the Annual General Meeting of Shareholders of 2021 and 2022.

•

During 2023 the Board of Directors convened 25 times in total.

•

During 2023 the Bank’s Board Committees convened 79 times in total.

•

The 31% (4 out of 13) of the Board of Directors Members are women.

•

A budget exists for the Board of Directors.

•

During 2023, the Board was assisted by international advisory firms on corporate governance projects.

Board activities during 2023

During 2023, the Board focused on a number of key areas, including but not limited to the activities described below, taking into account in

its discussions and decision-making the interests of its stakeholders.

Indicatively, the Board of Directors:

•

continued focusing on sustainable development and strong performance of the Bank, while maintaining high standards in its corporate

governance and conduct arrangements;

•

in the context of HFSF’s divestment reviewed and approved the Prospectus for the placement of NBG Shares, was updated as required

and oversaw all the necessary procedures in this respect;

•

as part of best practice regular corporate governance exercises

,

completed the annual suitability assessment at individual and collective

level and assessment of fulfillment of independence criteria for the independent members of the Board of Directors prior to the Annual

General Meeting;

•

initiated extensive governance projects, in collaboration with specialized consultants, including a broad scope covering among others

ESG readiness, Executive Committee effectiveness review and Group companies’ governance bodies;

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

169

•

hosted the Annual Strategy Days Off Site event and extensive Board training programs, including important topics such as European

banking trends, Strategic Partnerships, ESG Sustainability, Artificial Intelligence, Data Management, Cybersecurity etc. ;

•

monitored developments in terms of changing conditions, e.g. macroeconomic environment, geopolitical factors, inflationary pressure,

and of the successful implementation of the Bank’s Business Plan and Budget;

•

received on a monthly basis, the Monthly business performance reviews

on the Bank’s preliminary results with benchmarks to the 2023

Budget targets and 2022 Actual results and regular update on the evolution of the Group Regulatory Capital Ratios;

•

reviewed and approved the 2024-2026 Business Plan (incl. stress scenarios and highlights of: NPE plan and Capital plan), as well as the

2024 Annual Budget;

•

monitored the Bank’s initiatives in the context of the Bank’s Transformation Program, e.g. for digitalisation and evolution of systems

used, initiatives on Purpose and Values and the Bank’s Culture;

•

carried out oversight of key risks, including for example, credit risk, IT/Cyber risk, outsourcing risk;

•

monitored the effective implementation of important projects and transactions of the Bank;

•

reviewed and approved the Annual Assessment Report on the effectiveness and efficiency of the Bank’s and the Group’s System of

Internal Control;

•

reviewed regular/annual submissions, such as ICAAP, ILAAP, Annual Reports to Supervisory Authorities (e.g. Annual Compliance and AML

Reports), Pillar III disclosures;

•

approved the initiation of the implementation of the shares buy-back Program, as well as the Regulation for the specific terms and

conditions regarding the implementation of the Stock Awards Program and the respective list of beneficiaries, following the respective

decisions of the AGM held on 28 July 2023

(see Notes 36 and 46 of the Annual Financial Statements).

Moreover, during 2023, the Board of Directors focused on ESG and Sustainability. In this context, the Board of Directors, during the Off-Site

Strategy Days Meetings was presented and discussed ESG and Sustainability. Furthermore, the Board of Directors reviewed the Bank’s

initiatives in the context of the Bank’s ESG Strategy and climate risk related initiatives.

In particular, the Board of Directors through the Innovation and Sustainability Committee, the Board Risk Committee and the Strategy and

Transformation Committee reviewed and discussed on the Bank’s Climate and Environment (C&E) Strategy, with special focus in the area of

emissions measurement & target-setting (Net Zero targets for financed and non-financed emissions), C&E governance, C&E risk management

and C&E data, systems & reporting, and respective disclosures.

The Bank’s Climate and Environment Strategy was also incorporated in the Annual Budget 2024 & Business Plan 2024 - 2026, reviewed and

approved by the Board of Directors in 2023.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

170

Board of Director’s Committees

Seven Committees operate at Board level:

Audit Committee

Board Risk Committee

Corporate Governance and Nominations Committee

Human Resources and Remuneration Committee

Strategy and Transformation Committee

Compliance, Ethics and Culture Committee.

Innovation and Sustainability Committee

In

the context of the annual review of Board Committee Charters,

all Board Committee Charters were revised, in May 2023, effective

as of 26 October 2023, for the purpose of incorporating certain

developments in internal Policies/principles that the Bank applies

and being aligned with regulatory developments (mainly the

revised HFSF Law and the revised Relationship Framework

Agreement).

The Charters of the Committees are posted on the Bank’s website,

at

www.nbg.gr

(

https://www.nbg.gr/en/group/esg/corporate-governance/bod-

committees

).

Audit Committee

The Audit Committee was established in 1999 and operates in

accordance with the provisions of the Bank of Greece Governor’s

Act No. 2577/2006 and Greek Law 4449/2017 (Article 44), as in

force.

During 2023 the Audit Committee convened nineteen times.

The members of the Committee are appointed by the Board or by

the General Meeting of Shareholders on recommendation of the

Corporate Governance and Nominations Committee. In any case,

in accordance with Greek Law 4449/2017, as in force, the structure

of the Audit Committee, and the number and capacity of the

Committee members shall be decided by the General Meeting of

Shareholders. The Chair and the Vice Chair of the Committee

should be appointed by its members. In accordance with its

existing Charter, the Committee shall be composed of at least

three (3) Board members. One member shall be the HFSF

representative at the Board of Directors. Furthermore, the

members of the Committee shall not exceed 40% (rounded to the

nearest whole number) of total Board members (excluding the

HFSF Representative on the Board). All members of the Committee

shall be non-executive members of the Board, while 75% (rounded

to the nearest whole number) of the members (excluding the HFSF

Representative on the Board), including the Chair, shall be

independent non-executive members of the Board, as per the

definition of director independence included in NBG’s Corporate

Governance Code and in any case according to the provisions of

the legal and regulatory framework in force. At least one member

of the Committee, which is an independent non-executive

member, should have adequate knowledge and experience in

auditing or accounting.

The Committee is currently composed of five non-executive

Members, of which four are independent and one is the HFSF

Representative at the Board of Directors. The mandates of the

Committee members shall automatically expire if they cease to be

members of the NBG Board, while in accordance with Greek Law

4449/2017, as in force, the term of appointment shall be decided

by the General Meeting of Shareholders. In that context, pursuant

to the resolution of the Annual General Meeting of Shareholders

of 28 July 2022, the term of office of the Committee members

appointed by the Board of Directors in accordance with Article 44

par. 1 case c) of Greek Law 4449/2017 shall be as determined by

the Annual General Meeting of Shareholders of 30 July 2021, i.e.

shall follow their term of office as Board members, i.e. until the

Annual General Meeting of year 2024 and shall, in any case,

automatically expire if they cease to be members of the NBG

Board. The Committee employs a specialized consultant who

reports directly to the Chair of the Committee. The Committee

convenes regularly at least six times per annum or extraordinarily,

whenever deemed necessary, keeps minutes of its meetings and

reports to the Board of Directors every three months or more

frequently if deemed necessary.

The Committee is comprised of the following members:

Audit Committee

Chair

Matthieu Kiss

Vice-Chair

Claude Piret

Members

Avraam Gounaris (Senior Independent

Director)

JP Rangaswami

Periklis Drougkas (HFSF representative)

Detailed information on the responsibilities, composition and modus operandi

of the Committee are included in the Committee’s charter (which was last

revised by the Board on 26 May 2023, effective as of 26 October 2023) posted

on the Bank’s website, at www.nbg.gr (https://www.nbg.gr/en/group/esg/corporate-

governance/bod-committees/audit-committee

Main responsibilities

•

Review and approval of annual and interim Financial

Statements and disclosures.

•

Monitoring & assessment of Internal Control System

(ICS), including the effectiveness of the Bank’s Internal

Controls over Financial Reporting.

•

Monitoring internal controls and regulatory compliance.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

171

•

Recommendations for appointment & remuneration of

the independent audit firm that conducts the statutory

audit.

•

Review and monitor the independence of the statutory

auditor or the audit firm.

•

Review of Internal Audit Function’s effectiveness.

•

Review

of

developments

in

legal

and

regulatory

framework.

•

Preparation of the Annual Audit Committee Report, to be

submitted

to

the

Annual

General

Meeting

of

Shareholders pursuant to Article 44 par. 1 case i) of Greek

Law 4449/2017.

•

Review and approval of policies.

The Audit Committee has received and reviewed the Annual

Assessment Report by Group Internal Audit on Internal Controls

System

(SIC)

and

doubtful

debt

provisions'

policies

and

procedures, in accordance with the provisions of the Bank of

Greece Governor’s Act 2577/2006 which are also submitted to the

Bank of Greece through the Audit Committee.

The key workings of the Audit Committee in 2023 are presented in

detail in the “

Audit Committee Report to the Shareholders on its

activities during 2023

” (see separate section “Audit Committee

Report”).

Board Risk Committee

The Board Risk Committee (“BRC”) was established by Board

decision (meeting no. 1308/20.07.2006) in accordance with the

requirements

of

Bank

of

Greece

Governor’s

Act

No.

2577/9.3.2006.

During 2023, the Board Risk Committee convened twelve times.

In accordance with its existing Charter, the BRC shall be composed

exclusively of non-executive Board members. Οne member shall

be the HFSF Representative at the Board of Directors. Committee

members shall be at least three in number, the majority of which

(excluding the HFSF representative), including the Chair, shall be

independent non-executive members of the Board as per the

definition of director independence included in NBG’s Corporate

Governance Code and in any case according to the provisions of

the legal and regulatory framework in force. The members of the

Committee (including the Chair and Vice-Chair) are appointed by

the Board of the Bank, following recommendation by the Board's

Corporate

Governance

and

Nominations

Committee.

The

Committee is currently composed of four non-executive Members,

of

which

three

are

independent

and

one

is

the

HFSF

Representative at the Board of Directors. The Committee

members shall be appointed for a term of one year, which shall be

automatically renewed for successive one-year renewal terms,

unless otherwise decided. In any case, the mandates of the

Committee members shall automatically expire if they cease to be

members of the Board of Directors.

The BRC convenes regularly at least on a monthly basis, as well as

extraordinarily, whenever deemed necessary by its Chair. The BRC

keeps minutes of its proceedings and reports regularly to the

Board of Directors.

The Committee is comprised of the following members:

Board Risk Committee

Chair

Claude Piret

Vice-Chair

Wietze Reehoorn

Members

Elena Ana Cernat

Periklis Drougkas (HFSF representative)

Detailed information on the responsibilities, composition and modus operandi

of the BRC are included in the Committee’s charter of the BRC (which was last

approved by the Board on 26 May 2023, effective as of 26 October 2023) posted

on

the

Bank’s

website

at

www.nbg.gr

(https://www.nbg.gr/en/group/esg/corporate-governance/bod-

committees/risk-committee).

Main responsibilities

•

Ensuring that the Bank has clearly and adequately

defined the Group’s risk appetite & strategy and ensuring

that the Board is adequately apprised of all matters

relating to NBG’s risk strategy, risk appetite and the Bank

and the Group’s actual risk profile.

•

Ensuring the establishment of risk culture as a core

component of effective risk management.

•

Oversight of the overall effectiveness of risk governance

and risk management, as well as Non-Performing

Loans/Exposures (NPLs/NPEs) issues.

•

Approval of risk strategies, frameworks and policies.

•

Oversight of capital and liquidity management.

•

Oversight of risk management function.

•

Review and approval of policies that fall under its

responsibilities.

2023 Key workings of the Committee include among others

•

Review and update of ICAAP/ILAAP Annual Review and

Update of ICAAP/Stress Test Frameworks, Risk Appetite

Framework with additions among others in the area of

Commercial Real Estate (CRE), Climate and Environment

(C&E).

•

Enhancements in risk reporting (e.g., disclosure of C&E

qualitative and quantitative figures on Pillar III reporting).

•

Ongoing-monthly updates on Risk Management issues

and ad hoc briefings on developments.

•

Review of Operational Risk KRI Dashboard, Risk & Control

Self-Assessment

(RCSA)

process,

Operational

Risk

training activity.

•

Submission of ICAAP, ILAAP, CASt, NPE Plan & NPE

Strategy Implementation report and Recovery Plan.

•

Review of Annual Regulatory reports and disclosures

(Pillar III Disclosures, Annual Report to the Bank of

Greece on Risk Management Function activity, Annual

Operational Risk Report).

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

172

•

Review and approval of policies that fall under its

responsibilities.

•

Regular updates on Security posture.

•

Review of Credit Risk Models used (IFRS 9 Term Loans

LGD, ICAAP Corporate Rating Model).

•

Introduction of Annual Stress Testing Plan, Briefings and

monitoring of results of 2023 EU-wide EBA Solvency

Stress Test and of Internal Cybersecurity Stress Test.

•

Review of Stress scenarios & sensitivity as part of the

regular BP approval process, including Budget approval

for 2024 and the CRO Opinion on the BP 2024-26.

•

Review of Contingency Funding Plan governance, NII

hedging Strategy, NBG’s AAA CLO Portfolio, capital

impact analysis for Basel IV.

•

Review/Deep dive on C&E risk materiality assessment,

ECB C&E Thematic Review.

•

Update on the Group’s outsourcing arrangements and

their compliance status (jointly with the CECC).

•

Review of Critical Accounting Judgments and Estimates

(jointly with the AC).

Corporate Governance and Nominations

Committee

The Corporate Governance and Nominations Committee was

established by Board decision (meeting no. 1259 on 5 May 2005).

During 2023 the Corporate Governance and Nominations

Committee convened twelve times.

In accordance with its existing Charter, the Committee shall be

composed of at least three Board members. One member shall be

the HFSF representative at the Board of Directors. The members

of the Committee (including the Chair and Vice-Chair) are

appointed by the Board of the Bank, pursuant to proposal of the

Chair of the Board in consultation with the Chair of the Corporate

Governance

&

Nominations

Committee

and

the

Senior

Independent Director. All members of the Committee shall be non-

executive Board members, in their majority (including the Chair,

excluding the HFSF representative) independent non-executive

members of the Board, as per the definition of director

independence included in NBG’s Corporate Governance Code and

in any case according to the provisions of the legal and regulatory

framework in force. The Committee is currently composed of five

non-executive Members, of which four are independent and one

is the HFSF Representative at the Board of Directors. Committee

members are appointed for a one-year term of office, which shall

be automatically renewed for successive one-year renewal terms,

unless otherwise decided. In any case, the mandates of the

Committee members shall automatically expire if they cease to be

members of the Board. Committee members’ term shall not

exceed nine years in total. The Committee convenes at least three

times per annum and keeps minutes of its proceedings and reports

regularly to the Board of Directors.

The Committee is comprised of the following members:

Corporate Governance and Nominations Committee

Chair

Wietze Reehoorn

Vice-Chair

Aikaterini Beritsi

Members

Matthieu Kiss

Anne Marion-Bouchacourt

Periklis Drougkas (HFSF representative)

Detailed information on the responsibilities, composition and modus operandi

of the Corporate Governance and Nominations Committee are included in the

Committee’s Charter (which was last revised by the Board on 26 May 2023,

effective as of 26 October 2023) posted on the Bank’s website, at www.nbg.gr

(https://www.nbg.gr/en/group/esg/corporate-governance/bod-

committees/corporate-governance-and-nomination-committee

Main responsibilities

•

Review

of

Board

of

Directors

composition

and

organization.

•

Oversight of development and implementation of a

sound group corporate governance framework.

•

Development

and

review

of

NBG’s

Corporate

Governance Code, policies in relation to the nomination

and suitability assessment of the Board and Senior

Management, Board evaluation, succession planning and

remuneration, and other corporate governance policies.

•

Review of Bank’s organizational chart and delegation of

authorities.

•

Proposals on Board’s induction and ongoing training.

•

Suitability Assessment of individual Board members’

knowledge, skills, experience and independence and the

Board collectively, as well as of Senior Management.

•

Board of Director’s Members and Senior Executives

nominations, as well as suitability assessment of

candidates in subsidiary Boards.

•

Review and monitoring of relevant policies and practices.

2023 Key workings of the Committee include among others

•

Corporate Governance Framework – Policies: Revision of

NBG Internal Governance Framework, in alignment to

regulatory developments and global trends in corporate

governance, as well as changes in the Bank’s internal

framework, including:

-

review of Corporate Governance Code;

-

review of Internal Regulation;

-

review

of

Directors'

and

Senior

Managers’

Remuneration Policy;

-

adoption

of

a

new

Framework

on

Board

positions/Outside activities of NBG executives

-

review of Board Committee Charters;

-

adjustments to Board Committee Compositions

Review Methodology;

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

173

-

review

of

Board

Evaluation

Policy

and

Questionnaires, in alignment with global best

practices;

-

adoption of principles on Board communication;

-

adoption of a new M&A and Partnership Framework

(jointly

with

the

Strategy

&

Transformation

Committee);

-

review and approval of policies that fall under its

responsibilities.

•

Governance projects:

-

Conduct of extensive process for the selection of

independent international advisors to conduct a

number of important governance projects at NBG

and Group entities;

-

Initiation

of

extensive

governance

projects,

including a broad scope covering among others ESG

readiness,

Executive

Committee

effectiveness

review and Group companies’ governance bodies, in

collaboration

with

the

selected

specialised

consultants;

-

Update of the CEO Evaluation Framework for the

year 2023 and execution of the CEO Evaluation for

the year 2022;

-

Annual

review

of

the

fulfillment

of

the

independence criteria for the Independent Board

members, prior to the publication of the Annual

Financial Results of the Bank and the Group;

-

Initiation of Board Effectiveness Evaluation

•

Governance issues:

-

Proposals on nominations for Senior Management

positions

-

Annual Board Budget 2024

-

Proposal on Board remuneration review [November

2023]

-

Information on NBG Senior Executives other Board

positions

•

Annual General Meeting

: Revision and approval (where

appropriate) of Annual General Meeting Material,

including the Annual General Meeting Invitation Agenda,

the proposal for Board members remuneration, the

Directors’ and Senior Managers’ Remuneration Policy

and the Directors’ Remuneration Report.

•

Ongoing monitoring of

: regulatory developments and

best practices.

•

Group governance and Oversight

: Initiation of group

governance

projects

(namely,

Board

effectiveness

review, Board suitability assessment and CEO evaluation)

with the assistance of external advisors; Nominations to

NBG

subsidiaries

Boards,

due

diligence/suitability

assessment of proposed members; Annual Reports of

Group Companies included in the NBG Group Annual

Compliance & Corporate Governance Report.

•

Ongoing training and development

: Development of

Annual Board Training Plan for the year 2023, continuous

training and education of Board members, through a

series of trainings at Board/Committee level.

Human Resources and Remuneration

Committee

The Human Resources and Remuneration Committee ("HRRC")

was established by Board decision (meeting no. 1259/ 5.5.2005).

During 2023, the Human Resources and Remuneration

Committee convened ten times.

In accordance with its existing Charter, the Committee shall solely

consist of non-executive members of the Board, which shall be at

least three in number. One member shall be the HFSF

Representative at the Board of Directors. In their majority

(including

the

Chair,

excluding

the

HFSF

representative)

Committee members shall be independent non-executive Board

members, as per the definition of director independence included

in NBG’s Corporate Governance Code and in any case according to

the provisions of the legal and regulatory framework in force. The

Committee

composition

shall

include

members

possessing

experience in the financial sector, while at least one member shall

possess adequate expertise and professional experience in risk

management and audit activities, mainly in alignment of

remuneration policy with the risk and capital profile of the Bank.

The members of the Committee (including the Chair and Vice-

Chair) are appointed by the Board of the Bank, following

recommendation by the Board’s Corporate Governance and

Nominations Committee. The Committee members shall be

selected on the basis of their competence and experience. The

Committee is currently composed of five non-executive Members,

of which four are independent and one is the HFSF Representative

at the Board of Directors. The Committee members shall be

appointed for a term of one year, which shall be automatically

renewed for successive one-year renewal terms, unless otherwise

decided. In any case, the mandates of the Committee members

shall automatically expire if they cease to be members of the

Board. Committee members’ term shall not exceed nine years in

total. The Committee convenes at least four times a year and

keeps minutes of its proceedings and reports regularly to the

Board of Directors.

The Committee is comprised of the following members:

Human Resources and Remuneration Committee

Chair

Anne Marion-Bouchacourt

Vice-Chair

Elena Ana Cernat

Members

JP Rangaswami

Athanasios Zarkalis

Periklis Drougkas (HFSF representative)

Detailed information on the responsibilities, composition and modus operandi

of the HRRC are included in the Committee’s charter of the HRRC (which was

last revised by the Board on 26 May 2023, effective as of 26 October 2023)

posted

on

the

Bank’s

website,

at

www.nbg.gr

(https://www.nbg.gr/en/group/esg/corporate-governance/bod-

committees/human-resources-and-remuneration-committee).

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

174

Main responsibilities

•

Review and monitoring of Group Human Resources

policies and practices.

•

Oversight of Group’s Remuneration Policy and relevant

procedures.

•

Formulation of a framework for fairly evaluating effort

and rewarding performance. Developing and maintaining

a coherent system of values and incentives for Human

Resources throughout the NBG Group.

•

Proposals

on

executive

contract

terms

and

remuneration.

2023 Key workings of the Committee include among others

•

Monitoring

of

Performance

Management

System

(“PMS”) implementation (conclusion of PMS cycle (2022

review, 2023 goal setting).

•

Review of NBG Group Remuneration Policy and of NBG

Directors’ and Senior Managers’ Remuneration Policy

according to Greek Law 4548/2018.

•

Continuous

oversight/monitoring

of

the

Human

Resources master plan.

•

Review of the defined contribution pension scheme for

Senior Staff positions.

•

Review of variable remuneration cycle (Head Office

Schemes payout for the assessment period 2022,

retention based Long Term Incentive scheme (LTI) for

Senior Management, as well as performance based LTI

scheme for Directors, Stock awards program, regulation

and list of beneficiaries).

•

Launch of 2023 Voluntary Exit Scheme (“VES”) – Update

on 2023 VES results.

•

Review of Proposals on adjustments of Executive

remuneration terms.

•

Review of the overall framework/compensation scheme

for Senior Managers.

•

Update on Succession Planning for Senior Leadership

positions (jointly with the CGNC).

•

Review and approval of policies that fall under its

responsibilities.

•

Review and validation of the list of Identified Staff (Risk

Takers) with criteria provided by Commission Delegated

Regulation 923/2021.

•

Update on Learning Initiatives, review of training

programs

and

initiatives

for

personnel

upskilling/reskilling.

Strategy and Transformation Committee

The Strategy Committee was established by Board decision

(meeting no. 1387/ 29.9.2009), while it was renamed to Strategy

and Transformation Committee by Board Decision (meeting no.

1622/26.07.2018).

During 2023 the Strategy and Transformation Committee

convened thirteen times.

In accordance with its existing Charter, the Committee shall solely

consist of non-executive members of the Board, with a total

number of members as each time determined in accordance with

Board resolution. One member shall be the HFSF Representative

at the Board of Directors. The Committee shall be composed of at

least three independent non-executive Board members (excluding

the HFSF Representative), including the Chair, as per the definition

of

director

independence

included

in

NBG’s

Corporate

Governance Code and in any case according to the provisions of

the legal and regulatory framework in force.

The Committee members (including its Chair and Vice-Chair) are

appointed by the Board of Directors upon recommendation of the

Corporate

Governance

and

Nominations

Committee.

The

Committee members shall be selected on the basis of their

competence and experience and appointed for a one-year term of

office, which can be automatically renewed for successive one-

year renewal terms, unless otherwise decided.

In any case, the

mandates of the Committee members shall automatically expire if

they cease to be members of the Board. The Committee is

currently composed of five non-executive Members, of which four

are independent and one is the HFSF Representative at the Board

of Directors. The Committee shall meet at least three times per

year, keeps minutes of its proceedings and reports regularly to the

Board of Directors.

The Committee is comprised of the following members:

Strategy and Transformation Committee

Chair

Wietze Reehoorn

Vice-Chair

Matthieu Kiss

Members

Claude Piret

Aikaterini Beritsi

Periklis Drougkas (HFSF representative)

Detailed information on the responsibilities, composition and modus operandi

of the Committee are included in the Committee’s charter (which was last

revised by the Board on 26 May 2023, effective as of 26 October 2023) posted

on

the

Bank’s

website,

at

www.nbg.gr

(https://www.nbg.gr/en/group/esg/corporate-governance/boards-of-

directors).

Main responsibilities

•

Approval and review of Bank’s and Group’s strategic

direction.

•

Review of all significant actions concerning corporate and

Group structure.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

175

•

Oversight of Strategic and Corporate Transformation

Projects implementation.

•

Proposals on Bank and Group Business Plan and review

of its implementation.

•

Review and monitoring of the Bank and the Group

Annual Budget.

•

Review and monitoring of relevant policies and practices.

2023 Key workings of the Committee include among

others

•

Extensive

discussions

on

important

strategic

matters at Board level as part of Annual Strategy

Days, covering, among others, the Bank’s Long-Term

Strategy, Partnership Strategy, C&E Strategy, best

practices on ESG.

•

Oversight/monitoring of the implementation of the

Bank’s Transformation Program Initiatives

•

Review of the 2024-2026 Business Plan.

•

Update

on

Real

Estate

Footprint

and

Cost

Optimization, International Organic Strategy, the

Bank’s Capital and Liquidity position and on Net Zero

target setting.

•

Adoption of a new M&A and Partnership Framework

(jointly with the CGNC).

•

Oversight of Bank’s Strategic Transactions.

•

Compliance, Ethics and Culture

Committee

The Ethics and Culture Committee was established by Board

decision (meeting no. 1622/26.07.2018). In November 2020, the

Committee was renamed to Compliance, Ethics and Culture

Committee and its Charter was revised, aiming to strengthen the

holistic compliance supervision at Board level.

During 2023, the Compliance, Ethics and Culture Committee

convened ten times.

In accordance with its existing Charter, the Committee shall be

composed of at least three Board members. One member shall be

the HFSF representative at the Board of Directors.

All members of

the Committee shall be non-executive Board members

,

in their

majority (including the Chair, excluding the HFSF representative)

independent non-executive members of the Board, as per the

definition of director independence included in NBG’s Corporate

Governance Code and in any case according to the provisions of

the legal and regulatory framework in force. The Compliance,

Ethics and Culture Committee Chair shall be an Independent Non-

Executive Director with deep knowledge in Ethics and Compliance

and good understanding of Social and Environmental issues.

The

members of the Committee (including the Chair and Vice – Chair)

shall

be

appointed

by

the

Board

of

Directors

on

the

recommendation of the Corporate Governance & Nominations

Committee. The Committee is currently composed of four non-

executive Members, of which three are independent and one is

the HFSF Representative at the Board of Directors. The Committee

members shall be appointed for a term of one year, which shall be

automatically renewed for successive one-year renewal terms,

unless otherwise decided.

In any case, the mandates of the

Committee members shall automatically expire if they cease to be

members of the Board. The Committee convenes regularly,

keeps

minutes of its proceedings and reports regularly to the Board of

Directors.

The Committee is comprised of the following members:

Compliance, Ethics and Culture Committee

Chair

Aikaterini Beritsi

Members

Elena Ana Cernat

Avraam Gounaris (Senior Independent

Director)

Periklis Drougkas (HFSF representative)

Detailed information on the responsibilities, composition and modus operandi

of the Committee are included in the Committee’s charter (which was last

revised by the Board on 26 May 2023, effective as of 26 October 2023) posted

on

the

Bank’s

website,

at

www.nbg.gr

(https://www.nbg.gr/en/group/esg/corporate-governance/bod-

committees/compliance-ethics-and-culture-committee

https://www.nbg.gr/en/group/esg/corporate-governance/boards-of-

directors).

Main responsibilities

•

Monitor and assess the regulatory and compliance

environment.

•

Oversee compliance issues and the compliance function.

•

Promote the highest standards of ethics and integrity in

accordance with international best practices.

•

Oversee senior management’s initiatives on ethics and

culture.

•

Review the NBG Group Codes of Ethics.

•

Review the Code of Ethics for Financial Professionals.

•

Review the Policy on Politically Exposed Persons.

•

Have authority over cases of misconduct and any other

ethical issue.

•

Review the Bank’s Corporate Social Responsibility

policies.

2023 Key workings of the Committee include among others

•

Regular briefings and in-depth discussion on compliance

and regulatory framework developments and matters

relevant to Interaction with Supervisory Authorities

•

Briefing

on

developments

concerning

the

Digital

Operational Resilience Act (DORA).

•

Review of compliance reports (such as the Annual

Compliance Report and Plan, the AML/CFT Annual Report

and Plan, Annual Transactions Transparency Report

submitted to the BoG, Report over the suitability of

measures taken by the Bank as regards safeguarding of

financial instruments and client’s funds as well as of use

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

176

of client’s financial instruments -MiFID II), report and

statistical data on Complaints, whistleblowing reports

submitted, briefings on related parties’ transactions.

•

Review of AML/CFT Business Risk Assessment (BRA)

Methodology.

•

Oversight of Compliance / AML Strategic Projects

•

Oversight of Ethical Conduct Framework and Bank

initiatives

on

raising

awareness

on

misconduct

behaviours (e.g. Whistleblowing training program, Code

of Ethics Monitoring Project).

•

Review and approval of policies that fall under its

responsibilities.

•

Oversight of Compliance Dashboard and regular review

of metrics.

•

Oversight of Compliance Monitoring Program.

•

Update on the Group’s outsourcing arrangements and

their compliance status (jointly with the BRC).

•

Deep dive/analysis of information and actions on KYC

KRI.

Innovation and Sustainability Committee

The

Innovation

and

Sustainability

Committee

("ISC")

was

established by Board decision (meeting no. 1718/24.2.2022),

following the elevation of the IT & Innovation Advisory Council

(established by the Board in January 2021) to a Board Committee

and the enhancement of its duties.

During 2023, the Innovation and Sustainability Committee

convened three times.

In

accordance

with

its

existing

Charter,

the

Committee

composition is as each time determined by the Board of Directors

upon proposal of the Corporate Governance and Nominations

Committee. One member shall be the HFSF Representative at the

Board of Directors. The members of the Committee (including its

Chair and Vice-Chair) are appointed by the Board of the Bank, on

the recommendation of the Corporate Governance & Nominations

Committee. The Committee Chair shall be independent non-

executive Board member, as per the definition of director

independence included in NBG’s Corporate Governance Code and

in any case according to the provisions of the legal and regulatory

framework in force. The Committee is currently composed of five

non-executive members, of which four are

independent and one

is the HFSF Representative on the Board of Directors. The

Committee members shall be appointed for a term of one year,

which shall be automatically renewed for successive one-year

renewal terms, unless otherwise decided. In any case, the

mandates of the Committee members shall automatically expire if

they cease to be members of the Board. The Committee may

convene with an estimated quarterly frequency and keeps minutes

of its proceedings.

The Committee is comprised of the following members:

Innovation and Sustainability Committee

Chair

JP Rangaswami

Vice-Chair

Elena Ana Cernat

Members

Anne Marion-Bouchacourt

Athanasios Zarkalis

Periklis Drougkas (HFSF representative)

Detailed information on the responsibilities, composition and modus operandi

of the Committee are included in the Committee’s charter (which was last

revised by the Board on 26 May 2023, effective as of 26 October 2023) posted

on the Bank’s website, at www.nbg.gr

(https://www.nbg.gr/en/group/esg/corporate-governance/bod-

committees/epitropi-kainotomias-kai-viosimotiitas).

Main responsibilities

•

Support the Board of Directors in ensuring there is

continuous

monitoring

and

tracking

of

important

developments

and

long-term

trends

Innovation, Sustainability, Information Technology, ESG

and Banking.

•

Act as an out-of-the-box thinker, explorer and incubator

of innovative ideas and practices and advise the Board/its

Committees as may be deemed appropriate.

•

2023 Key workings of the Committee include among

others

•

Review of the Bank’s ESG Strategy and the respective

implementation roadmap.

•

Review of the Digital Banking Strategy, as well as of the

initiatives regarding the use of Artificial Intelligence and

Data Management.

•

Update on Digital laws (Digital Operational Resilience –

DORA) and on anti-fraud status (inc. phishing laws).

•

Formulation

of

Proposals/arrangements

for

Board

trainings, including in the areas of ESG (Net Zero Lessons)

and Digital.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

177

Attendance rate of each member of the Board of Directors and the Board

Committees’ meetings in 2023 and their compensation

The table below sets out the attendance rate of each member of the Board of Directors and the Board Committees’ meetings in 2023, as

follows:

Board

Audit

Committee

Board Risk

Committee

Human

Resources and

Remuneration

Committee

Corporate

Governance and

Nomination

Committee

Strategy &

Transformation

Committee

Compliance,

Ethics & Culture

Committee

Innovation

and

Sustainability

Committee

Number of meetings

25

19

12

10

12

13

10

3

Name

Chair (Non-Executive member)

Gikas Hardouvelis

100% (25/25)

-

Executive members

Pavlos Mylonas

100% (25/25)

-

Christina Theofilidi

100% (25/25)

-

Independent Non-Executive Members

Aikaterini Beritsi

100% (25/25)

-

100% (12/12)

100% (13/13)

100% (10/10)

-

JP Rangaswami

96% (24/25)

84% (16/19)

-

90% (9/10)

-

100% (3/3)

Claude Piret

(

100% (25/25)

100% (19/19)

100% (12/12)

-

100% (13/13)

-

Avraam Gounaris

100% (25/25)

100% (19/19)

-

100% (10/10)

-

Wietze Reehoorn

80% (20/25)

-

92% (11/12)

-

92% (11/12)

85% (11/13)

-

Elena Ana Cernat

100% (25/25)

-

100% (12/12)

100% (10/10)

-

100% (10/10)

100% (3/3)

Anne Marion Bouchacourt

96% (24/25)

-

100% (10/10)

100% (12/12)

-

100% (3/3)

Matthieu Kiss

100% (25/25)

100% (19/19)

-

100% (12/12)

100% (13/13)

-

Athanasios Zarkalis

100% (25/25)

-

100% (10/10)

-

100% (3/3)

Non-Executive member/ HFSF Representative

Periklis Drougkas

100% (25/25)

100% (19/19)

100% (12/12)

100% (10/10)

100% (12/12)

100% (13/13)

100% (10/10)

100% (3/3)

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

178

As a result of the relationship with the Bank, in 2023, the Chair, the Executive members and the Non-executive members of the Board of

Directors, received fixed compensation (gross amounts), as follows:

Name

Board member

Remuneration

(in €)

Senior

Independent

Non-Executive

Director

Remuneration

(in €)

HFSF

Representative

Remuneration

(in €)

Committee Chair

Remuneration

(Regulated

Committees)

(in €)

Committee Chair

Remuneration

(Non -Regulated

Committees)

(in €)

Gross Annual

Remuneration for

Dependent

Employment

for year

(in €)

Chair (Non-Executive member)

Gikas Hardouvelis

-

295,000.00

Executive members

Pavlos Mylonas

-

590,000.00

Christina Theofilidi

-

360,000.00

Independent Non-Executive members

Aikaterini Beritsi

-

135,000.00

-

JP Rangaswami

-

135,000.00

-

Claude Piret

-

144,999.96

-

Avraam Gounaris

-

135,000.00

-

Wietze Reehoorn

-

144,999.96

-

Elena Ana Cernat

124,999.92

-

Anne Marion Bouchacourt

-

144,999.96

-

Matthieu Kiss

-

144,999.96

-

Athanasios Zarkalis

1

124,999.92

-

Non- Executive member/HFSF Representative

Periklis Drougkas

-

139,999.92

-

Additionally, it is noted that in accordance with the provisions of the NBG Board of Directors’ & Senior Managers’ Remuneration Policy

Executive Members of the Board participate in pension schemes taken out by the Bank, as well as in the Stock Award Program established

by the Bank following the respective approval of the AGM held on 28 July 2023.

It is further noted that, more detailed information on the remuneration granted to the members of the Board of Directors during 2023 will be

included in the fiscal year 2023 Directors’ Remuneration Report. The fiscal year 2022 Directors’ Remuneration Report had been published,

along with the other documents on the items of the agenda of the Annual General Meeting of 28 July 2023, within the deadline set by Greek

Law 4548/2018. The fiscal year 2023 Directors’ Remuneration Report will be published accordingly, along with the other documents

on the

items of the agenda of the Annual General Meeting of 2024.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

179

Management team

The table below presents the profiles of the Bank’s executive management (other than the Executive Members of the Board of Directors

and the Board of Directors and Board Committees Secretary - General Manager of Group Compliance and Corporate Governance,

described in Section D. Board of Directors and other management, administrative and supervisory Bodies above) that are members of the

Bank’s Senior Executive Committee and the Bank’s key Executive Committees as described below under section “Management,

administrative and supervisory bodies of the Bank-Executive Committees”:

Christos Christodoulou

General Manager

Group Chief Financial

Officer

Number of shares*:

30,430

Member of the Executive Committee, the ALCO, the Senior Credit Committee, the Provisions

and Write-Offs Committee and the ESG Management Committee

Christos Christodoulou was appointed Group Chief Financial Officer and a Member of the Executive

Committee of National Bank of Greece in July 2019.

Before rejoining NBG he was Chief Executive Officer and Executive member of the Board of

Directors of National Bank of Greece (Cyprus) Ltd, while before that he served as CFO of United

Bulgaria Bank A.D. (UBB, a former NBG Group subsidiary).

He also serves as a Non-Executive member at the Board of Directors of Stopanska Banka A.D.,

National Bank of (Cyprus) Ltd and Ethniki Insurance (Cyprus) Ltd.

Mr. Christodoulou holds a BSc Honors degree in Economics from the University College London and

is a Fellow Chartered Accountant (FCA) with the Institute of Chartered Accountants of England and

Wales (ICAEW).

Ioannis Vagionitis

General Manager

Group Risk

Management

(Chief Risk Officer)

Number of shares*:

27,469

Member of the Executive Committee, the Senior Credit Committee, the ALCO, the Provisions

and Write-Offs Committee and the ESG Management Committee

Ioannis Vagionitis was appointed General Manager of Group Risk Management (Chief Risk Officer)

in September 2017. Since April 2017 he was General Manager - Chief Credit Officer, and previously,

in July 2015, he was appointed Assistant General Manager - Chief Credit Officer.

He has served as a Board Member of Finansbank from January 2014 up to June 2016 and he was

member of the Risk Management Committee, the Audit Committee and the Credit Committee of

Finansbank.

From October 2010 up to November 2013 he was Head of Corporate Banking - Large Corporate

Division of NBG.

From May 2008 up to October 2010 he was Head of Credit Division and International Credit Division

of NBG Group, while from October 2006 up to May 2008 he was Head of Credit Division of National

Bank of Greece. Mr. Vagionitis joined NBG in 2004 under the Group Risk Management Division. He

worked for HSBC for over ten years (1992-2003). He also held executive level positions in the field

of corporate banking at the Bank of Cyprus (2003-2004).

Mr. Vagionitis holds a BSc and an MSc in Mechanical Engineering from the University of Manchester

Institute of Science & Technology (UMIST) and an MBA from Manchester Business School.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

180

Vassilis Karamouzis

General Manager

Corporate and

Investment Banking

Number of shares*:

41,130

Member of the Executive Committee, the Senior Credit Committee, the ALCO and the ESG

Management Committee

Vassilis

Karamouzis

was

appointed

General

Manager

of

Corporate

and

Investment

Banking in February 2020. He joined NBG in September 2017, as Assistant General Manager of

Corporate and Investment Banking.

He worked for eight years (2009-2017) at HSBC in various managerial positions: he started at HSBC

in Greece as Head of Global Market Sales and Debt Capital Markets for Greece and Cyprus. Later

on he moved to HSBC in London, where he worked as Head of Structured Finance Origination for

Southern Europe and Capital Financing for Greece and Cyprus, and, finally, as Managing Director,

Member of EMEA Financing Management and Head of Investment Banking Greece and Cyprus.

He started his professional career in 2001 at Deutsche Bank in London, where he stayed until mid-

2009. Initially he worked in Hedge Fund Sales, while in the period 2006-2009 he held the position

of Head of FX and Commodities Sales for Greece and Middle East.

Vassilis Karamouzis holds an MSc in Finance from Birkbeck College, University of London and a

bachelor degree of Economics from the University of Piraeus.

Ernestos Panayiotou

General Manager

Transformation,

Strategy & International

Activities

Number of shares*:

30,443

Member of the Executive Committee, the ALCO and the ESG Management Committee

Ernestos Panayiotou was appointed General Manager of Transformation, Strategy and

International Activities in September 2020. He joined NBG in May 2019, as General Manager of

Transformation and Business Strategy.

Before rejoining NBG in 2019, he was Partner at McKinsey & Company, where he worked during

the periods 2001-2005 and 2012-2018. At McKinsey, he focused on serving financial institutions in

Greece, Cyprus, the USA and the Middle East on strategy, transformation and risk management

topics. During the period of 2006-2011, he worked for the NBG Group as strategy advisor.

He holds a Bachelor of Arts in Philosophy, Politics & Economics (First Class Honours) from the

University of Oxford and a Master in Public Administration & International Development from the

Kennedy School of Government, Harvard University.

Vasileios Kavalos

General Manager

Group Treasury

and Financial Markets

Number of shares*:

27,470

Member of the Executive Committee and the ALCO

Vasileios Kavalos was appointed General Manager - Group Treasury and Financial Markets in July

2019. In June 2015 he was appointed Assistant General Manager - Group Treasurer and Financial

Markets.

He joined NBG in 1981 and from 2011 up to 2015, he served as Corporate Treasurer with the main

task of securing liquidity and allocating it within the Group.

He holds a BSc in Business Administration from Deree College of American College of Greece and is

a certified Portfolio Manager by the Bank of Greece.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

181

Stratos Molyviatis

General Manager

Group Chief Operating

Officer

Number of shares*:

28,317

Member of the Executive Committee and the ESG Management Committee

Stratos Molyviatis was appointed General Manager of Group Chief Operating Officer (Group COO),

managing both IT and Operations, in October 2020. He joined NBG in August 2018, as Assistant

General Manager Group Chief Information Officer.

He started his professional career working for Andersen Consulting in 1998, and continued in its

successor Accenture, where he worked for 15 years. During this period, he was engaged in large

core banking implementations, strategic initiatives, system integration projects and M&As, in

Greece, Europe and Middle East. In 2011 he became the Financial Services lead for Accenture’s

Greek Office.

In late 2012, he joined the global payments leader First Data as the CIO for its local office, in 2013

he undertook Poland and the Baltic countries, whereas in 2015 he was promoted to VP Technology

for First Data Europe. In 2017, he became First Data CIO for Central, Eastern and South Eastern

Europe.

He holds a BSc in Mathematics from the National University of Athens and an MSc in Informatics

and Cybernetics from the University of Reading in U.K.

Evi Hatzioannou

General Manager

Group Human

Resources

Number of shares*:

25,356

Member of the Executive Committee and the ESG Management Committee

Evi Hatzioannou, holds the position of General Manager – Group HR Officer at National Bank of

Greece, which joined in 2019.

Prior to her current role, she worked, from 2008 to 2019, for the Barilla Group, holding various

senior positions in Human Resources Department: Human Resources Manager Greece, Human

Resources Senior Manager Eastern Europe, Human Resources Director Europe and Group

Organization Director. During the period 2003 to 2008 she worked at Elais Unilever Hellas S.A.,

where from 2005 she assumed the position of Human Resources Manager.

She is a graduate in Mechanical Engineering from the Aristotle University of Thessaloniki and holds

a MSc in Human Resources Management & Industrial Relations from the University of Manchester.

Georgios Triantafillakis

Group General Manager

Group Legal Services

Number of shares*:

28,369

Member of the Executive Committee with no voting rights

Georgios Triantafyllakis was appointed General Manager of Legal Services in April 2017.

In June 2015 was appointed as Assistant General Manager of Group Legal Services, responsible for

the supervision and coordination of the activities of the Legal Services Division and external lawyers

providing services to the Bank.

Since 2017, he has served as President of the Legal Council of the Hellenic Bank Association (“HBA”)

and since 2022 as member of the HBA’s Executive Committee and as President of the HBA’s Legal

Steering Committee. Since 1992 he is Attorney-at-law authorised to practice before the Supreme

Court.

Georgios Triantafillakis is Professor of Law School at the Democritus University of Thrace (“DUTH”)

and was Professor at the National School of Judges. He was member of the Competition

Commission for 10 years and member of legislative committees and legal science societies. He is

the vice-president of the scientific association of Greek Commercialists. He was President of the

Association of Greek Delegation to the Working Group which was established by the European

Council in Brussels to assess the Commission’s Amendment Proposal of the European Insolvency

Regulation.

He is a graduate of the University of Athens Law School (with honors) and holds a doctoral degree

in commercial law from the German University of Tübingen Law School.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

182

Ioannis Kyriakopoulos

General Manager

Group Real Estate

Number of shares*:

36,805

Member of the Extended Executive Committee and the ESG Management Committee

Ioannis Kyriakopoulos was appointed General Manager of Group Real Estate in July 2019, while

during the period, September 2015 to July 2019, he held the position as Group Chief Financial

Officer.

He joined NBG in 1977 and through the course of his career he served as Deputy General Manager

of International Activities from April 2011 to January 2012 and as Deputy Chief Financial Officer

from April 2009 until April 2011 while from August 2002 to April 2009, he was the Director of the

Financial and Management Accounting Division. During the period February 2012 to June 2015 he

was the Chief Financial and Operating Officer of the Hellenic Financial Stability Fund.

He holds a BSc in Mathematics and a BSc in Economics from the University of Athens and an MSc

in Statistics and Operational Research from Loughborough University in the United Kingdom.

Chara Dalekou

General Manager

Group Marketing

Number of shares*:

16,054

Member of the Extended Executive Committee and the ESG Management Committee

Chara Dalekou was appointed General Manager of Group Marketing in March 2019.

Ms Dalekou has 27 years of experience in commercial roles in Multinational and Greek companies.

Her career started when she joined the Fast-Moving Consumer Goods (FMCG) industry at Unilever

in 1996 where she worked initially in sales and then in managerial positions in marketing. In 2004

she was appointed Commercial Manager of Hellenic Entertainment Parks and in 2008 she joined Sony

Ericsson, where she was a head of Marketing initially for Greece and the Balkans and then for the

wider Southeast Mediterranean region. Her career continued at AEGEAN where she was heading

Company’s Marketing department for 8 years. During these years she also worked systematically for

the development of the Tourism as a member of the Board of Director’s of Marketing Greece and

This is Athens and Partners.

She is a member of the Women's Business Committee of the Hellenic American Chamber of

Commerce.

She holds a Bachelor’s degree in Business Administration from the Athens University of Economics

and Business and a Master’s degree in Marketing from the University of Stirling, Scotland. She also

holds a Certificate in French Business and Economic Studies from the Commercial and Industrial

Chamber of Paris.

Beate Randulf

Assistant General

Manager

Group Chief Control

Officer

Number of shares*:

16,100

Member of the Extended Executive Committee

Beate Randulf was appointed Assistant General Manager of Group Chief Control Officer in April 2019,

having already served the NBG Group as the NBG Group external auditor, during the period from

2007-2014.

Before joining the NBG Group, she was the Senior Director of the CFO Office of Piraeus Bank

(November 2017 to March 2019). She has 26 years of public audit practice with Deloitte Greece

during the period 1991-2017 and was an Equity Partner since 2006. During the period 2007 to 2014

she served as the external audit partner of the NBG Group.

She is a Fellow Certified Charted Accountant (FCCA), a member of the Association of Chartered

Certified Accountants (ACCA) as well as a Greek CPA, she is also a Certified Internal Control Auditor

(CICA) and a member of the Institute of Internal Controls. Beate is Norwegian and holds a Bachelor's

Degree in Business Administration with a major in Accounting and Finance from Deree College of the

American College of Greece

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

183

Constantinos Vossikas

General Manager

Group Chief Credit

Officer

Number of shares*:

16,967

Member of the Credit Committee

Constantinos Vossikas was appointed General Manager – Group Chief Credit Officer in May 2019.

He joined NBG in 2005 as a Credit Risk Manager for Group Risk Management and subsequently as a

Senior Credit Officer for Credit Division. Since 2010, he served as Director of NBG Group International

Credit and in 2013 he was appointed Assistant General Manager and Chief Credit Risk Officer. In July

2015 he was appointed Assistant General Manager of Corporate Special Assets and in April 2017, he

was appointed General Manager of Corporate Special Assets.

Before joining NBG, during the period from 1994 to 2005, he worked in the Corporate Banking

Departments of Midland Bank as a Credit Officer and Egnatia Bank, where he held the position of

Head of Corporate and Investment Banking. During the period from 1990 to 1994 he worked in the

audit departments of Moore Stephens and Arthur Andersen, participating in external and internal

audits for companies operating in various sectors of the Greek economy, valuations, feasibility

studies, etc.

Mr. Vossikas is a Certified Public Accountant, member of the Institute of Certified Public Accountants

in Ireland and holds a degree (B.Sc.) in Accounting and Finance from Deree College.

*Number of shares as at 31 December 2023.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

184

Management, administrative and supervisory bodies of the Bank-

Executive Committees

The following executive committees are included in the supervisory, management and administrative bodies of the Bank, being the key

executive committees which have, apart from strategic and executive duties, approval authority as well: 1) the Executive Committee and

Extended Executive Committee, 2) the Asset and Liability Committee (“ALCO”), 3) the Senior Credit Committee, 4) the Provisions and Write-

Offs Committee, 5) ESG Management Committee. The committees are composed of executive Board members, General Managers and

Assistant General Managers of the Bank.

Executive Committee

The Executive Committee was established in 2004 and operates via a specific Charter. It is the supreme executive body that supports the

Chief Executive Officer of the Bank in his duties. The Executive Committee has strategic and executive powers in regard to the more efficient

operation of the Group and the monitoring of the execution of the Bank’s business plan, as well as approval authority that cannot be

delegated to other members of the Bank’s management or to other collective bodies of the Bank, while it exercises supervisory powers on

risk management in accordance with the decisions taken by the Board of Directors and the Board Risk Committee.

The Executive Committee has the authority to decide on matters falling within the authority of the Compliance and Reputational Risk

Committee, whenever deemed necessary by the Chair or Deputy Chair of the Compliance and Reputational Risk Committee.

The Executive Committee is comprised of the following members:

Chair

Pavlos Mylonas

CEO

Members

Christina Theofilidi

Executive Board Member & General Manager – Retail Banking

Vassilis Karamouzis

General Manager – Corporate and Investment Banking

Vasileios Kavalos

General Manager – Group Treasury and Financial Markets

Ioannis Vagionitis

General Manager – Group Risk Management, Chief Risk Officer (“CRO”)

Christos Christodoulou

General Manager – Group Chief Financial Officer (“CFO”)

Stratos Molyviatis

General Manager – Chief Operations Officer (“COO”)

Ernestos Panayiotou

General Manager – Transformation, Strategy & International Activities

Evi Hatzioannou

General Manager – Group Human Resources

Members without

voting rights

Panos Dasmanoglou

General Manager – Group Compliance and Corporate Governance

Georgios Triantafillakis

General Manager – Group Legal Services

The Committee is convened by its Chair and meets regularly at least twice every calendar month and extraordinarily, whenever deemed

necessary by its Chair.

At the invitation of its Chair, it is possible for (Assistant) General Managers as well as other Bank executives to attend the meetings of

the Executive Committee, the presence of which is deemed necessary.

An Extended Executive Committee also operates which, additionally to the above members, is comprised of the following members:

Members

Ioannis Kyriakopoulos

General Manager – Group Real Estate

Chara Dalekou

General Manager – Group Marketing

Beate Randulf

Assistant General Manager – Group Chief Control Officer

The Committee is convened by its Chair and meets regularly at least once every calendar month and extraordinarily, whenever deemed

necessary by its Chair.

The Committee members do not receive any remuneration for their participation in the Committee.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

185

Asset and Liability Committee

ALCO was established in 1993 and operates via a specific Charter. The Committee’s key purpose is to establish the Bank’s and its Group

financial sector entities’ strategy and policy as to matters relating to the structuring and management of assets and liabilities taking into

account the current regulatory framework and market conditions, as well as the risk limits set by the Bank.

The ALCO Committee is comprised of the following members:

Chair

Pavlos Mylonas

CEO

Deputy Chair and

Member

Ioannis Vagionitis

General Manager – Group Risk Management, Chief Risk Officer (“CRO”)

Members

Christina Theofilidi

Executive Board Member & General Manager – Retail Banking

Christos Christodoulou

General Manager – Group Chief Financial Officer (“CFO”)

Vassilis Karamouzis

General Manager – Corporate and Investment Banking

Vasileios Kavalos

General Manager – Group Treasury and Financial Markets

General Manager – Legacy Portfolio & Specialized Asset Solutions*

Ernestos Panayiotou

General Manager – Transformation, Strategy & International Activities

*Ms. Fotini Ioannou was General Manager - Legacy Portfolio & Specialized Asset Solutions and member of the Committee until 09.06.2023

.

The Committee convenes regularly once a month or extraordinarily, at the invitation of its Chair.

At the invitation of its Chair, it is possible for other executives of the Bank and the Group to attend its meetings.

The Committee members do not receive any remuneration for their participation in the Committee.

Senior Credit Committee

The Senior Credit Committee was established in 2008,

operates via a specific Charter

and its purpose is the optimization and the sound

operation of the risk-taking limits.

The Senior Credit Committee is comprised of the following members:

Chair

Pavlos Mylonas

CEO

Members

Vassilis Karamouzis

General Manager – Corporate and Investment Banking

Ioannis Vagionitis

General Manager – Group Risk Management, Chief Risk Officer (“CRO”)

Constantinos Vossikas

General Manager – Chief Credit Officer

* In the case of meetings where issues regarding corporate special assets are discussed, Mr. Dimitris Papadopoulos, Assistant General Manager – Corporate Special

Assets, participates in the Committee.

** In case of impediment or absence of the General Manager – Corporate and Investment Banking, the General Manager of Corporate SMEs and Shipping, Mr. Georgios

Koutsoudakis, shall participate in the Committee.

The Committee convenes regularly at least twice every calendar month and extraordinarily, whenever deemed necessary by its Chair.

The General Manager of Group Legal Services is invited and attends the meetings of the Committee.

The Chair can invite other executives of the Bank and Group to attend, if necessary.

The Committee members do not receive any remuneration for their participation in the Committee.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

186

Provisions and Write Offs Committee

The Committee was established in 2010 and operates via a specific Charter. Its purpose is the decision-making process on the provisions and

write offs of NBG Group claims of any nature, which are considered by the Committee to be liable of a loss in value in accordance with the

relevant “Provisions and Write Offs Policy” of the Group.

The Provisions and Write Offs Committee is comprised of the following members:

Chair

Pavlos Mylonas

CEO

Members

Christos Christodoulou

General Manager - Group Chief Financial Officer (“CFO”)

Ioannis Vagionitis

General Manager - Group Risk Management, Chief Risk Officer (“CRO”)

The Committee is convened at the invitation of its Chair.

The Chair can invite other executives of the Bank and Group to attend, if necessary.

The Committee members do not receive any remuneration for their participation in the Committee

.

ESG Management Committee

The Committee was established in 2021 and operates via a specific Charter. Its purpose is in the context of its strategic approach and

commitment to continuously promote sustainable development and responsible entrepreneurship, and aiming at effective management of

ESG, sustainability and sustainable financing issues, in line with regulatory requirements and taking into account best practices included in

international treaties and initiatives, the Bank established the ESG Management Committee to contribute to the governance of multiple

aspects of NBG’s ESG strategy and implementation.

The ESG Management Committee is comprised of the following members:

Chair

Pavlos Mylonas

CEO

Members

Christina Theofilidi

Executive Board Member & General Manager – Retail Banking

Panos Dasmanoglou

General Manager – Group Compliance and Corporate Governance

Ioannis Vagionitis

General Manager – Group Risk Management, Chief Risk Officer (“CRO”)

Vassilis Karamouzis

General Manager – Corporate and Investment Banking

Ernestos Panayiotou

General Manager – Transformation, Strategy & International Activities

Christos Christodoulou

General Manager – Group Chief Financial Officer (“CFO”)

Stratos Molyviatis

General Manager – Chief Operations Officer (“COO”)

Evi Hatzioannou

General Manager – Group Human Resources

Chara Dalekou

General Manager – Group Marketing

Ioannis Kyriakopoulos

General Manager – Group Real Estate

The Committee is convened by its Chair and meets regularly once every calendar month and extraordinarily, whenever deemed necessary

by its members.

At the invitation of its Chair, it is possible for (Assistant) General Managers as well as other Bank executives to attend the meetings of

the ESG

Management Committee, the presence of which is deemed necessary.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

187

E.

Internal Control System and Risk

Management

Objectives of the Internal Control System

Aiming to safeguard the reputation and credibility of the Bank and

the Group towards its shareholders, customers, investors and the

supervisory and other independent authorities, the Board of

Directors provides for the continuous enhancement, at Group

level, of its

Internal Control System

(“ICS”)

.

The ICS is designed to ensure effective and efficient operations,

adequate identification, measurement and mitigation of risks

through adequately and efficiently designed and implemented

controls, prudent conduct of business, sound administrative and

accounting procedures, reliability of financial and non – financial

information reported or disclosed (both internally and externally)

and compliance with laws, regulations, supervisory requirements

and the NBG Group Internal Policies, Procedures and Regulations.

“Internal control” is a process effected by the Board of Directors,

Senior Management, Risk Management and other Control

Functions, as well as by the staff within the Organisation to provide

reasonable assurance regarding the achievement of objectives

relating to operations, reporting and compliance. The Bank uses as

a reference the Committee of Sponsoring Organizations of the

Treadway Commission (“COSO”) 2013 Internal Control Integrated

Framework and the ICS is based on the five integrated,

components

of

Internal

Control

under

COSO:

Control

Environment, Risk Assessment, Control Activities, Information

and Communication as well as Monitoring Activities

. The Internal

Control process aims to create the necessary fundamentals for the

entire Group to contribute to the effectiveness and high quality of

internal

controls

through,

for

instance,

clear

definitions,

assignments of roles and responsibilities and methodologies, tools

and procedures.

The ICS aims to achieve, among others, the following key

objectives:

•

Consistent implementation of the Group’s business

strategy through the efficient use of available resources;

•

Pursuit of a risk-based decision making;

•

Identification of the Group’s process universe;

•

Identification and management of all undertaken risks,

including operational risks;

•

Compliance with the local, European and international

legal

and

regulatory

frameworks

that

governs

the

operations of the Bank and the Group, including internal

regulations, IT systems and Code of Ethics;

•

Adequate and efficient design of controls as well as their

operating effectiveness;

•

Completeness, accuracy and reliability of data and

information that are necessary for the accurate, timely

preparation and true and fair view of the Bank and the

Group’s published financial information and financial

performance;

•

Adoption of international Corporate Governance best

practices; and

•

Prevention and detection and correction of any errors and

irregularities that may put at risk the reputation and the

credibility of the Bank and the Group towards its,

shareholders, customers, investors and the supervisory

and other independent authorities.

In the context of developing the business strategy and identifying

the main business risks, the

Board of Directors

, with the support

of its committees, adopts appropriate policies, procedures and

regulations aiming to ensure an adequate and an effective ICS for

the Bank and the Group.

Management

is responsible for:

•

the effective design and implementation of adequate and

efficient controls, as well as their operating effectiveness,

arising from adequate and efficient procedures, relevant to

the range, risks and nature of the activities undertaken by the

Bank and the Group,

•

identifying and assessing any ICS’s deficiencies and

•

undertaking the necessary corrective actions through the

establishment of the appropriate and timely action plans.

Specifically, the ICS and Risk Management related activities are

performed by the First and Second Line of Defence. The roles and

responsibilities with respect to Risk Management are divided into

Three Lines of Defence, as follows:

•

First Line of Defence (“1loD”),

includes the Business and

Support Functions which are responsible for identifying,

assessing

and

managing

the

risks

and

compliance

obligations they undertake by designing and implementing

adequate and efficient controls as well as by monitoring

their operating effectiveness on a continuous basis.

•

Second Line of Defence (“2loD”)

, includes the various Risk

and Control Functions that monitor the effectiveness of

risk management, the fulfilment of compliance obligations

and the adequate and efficient design of controls as well

as their operating effectiveness.

•

Third Line of Defence (“3loD”),

includes the Group Internal

Audit (“GIA”) which performs periodic assessment, in

order to evaluate the adequacy and effectiveness of the

Bank’s and the Group’s governance, risk management and

internal control processes, as these are designed by the

Board of Directors and Management. The Group Chief

Audit Executive reports GIA’s activities to the Bank’s Board

of Directors, through the Audit Committee, regularly and

on an ad-hoc basis.

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

188

Roles and responsibilities for the ICS

The Board of Directors and Senior Management aims at the

continuous enhancement of the ICS in order to mitigate risks

through the establishment of adequate and efficient controls and

ensure their operating effectiveness. The Group Internal Control

Coordination Committee (“ICCC”) which comprises of the Group

Internal Audit and the various Risk and Control Functions assists in

the continuous enhancement of the ICS.

Internal Control Coordination Committee

The ICCC whose aim is to foster collaboration among the various

Risk and Control Functions has the following key objectives:

•

the enhancement of synergies among the Group Internal Audit

and the Risk & Control Functions across the Three Lines of

Defence;

•

the adoption of a common methodology framework;

•

the monitoring and reporting of emerging risks;

•

the monitoring and reporting of the effectiveness of the

Internal Control System.

The ICCC is coordinated by the

General Manager of Group Internal

Audit

and its members are the

General Manager of Group Risk

Management (

Group Chief Risk Officer), the

General Manager of

Group

Compliance and Corporate Governance, the General

Manager of Group Legal Services,

the General Manager - Group

Chief Operating Officer, the Assistant General Manager - Group

Chief

Control

Officer,

the

Assistant

General

Manager

of

Operations, the Assistant General Manager - Group Chief

Information Officer, the Group Chief Information Security Officer,

the Head of Group Operational Risk Division and the Head of

Regulatory Affairs & HFSF Relations Division.

The

ICCC convened four times during 2023 and dealt with the

following matters, supported by multiple working groups, as

required, to address the key initiatives of the ICCC:

•

Initialization of the development of an assurance map for

the Bank’s processes and key risks

•

Initialization of the development of integrated reporting to

the Board / Board Committees

•

Implementation

of

the

common

Governance,

Risk,

Compliance (“GRC”) Platform – at the Bank and Group level

- for the rest of the project’s phases

•

Training, support and updates to the roles of Segment Risk

and Control Officer (“SRCO”) and “Unit Risk and Control

Officer (“URCO”)

•

Consolidation and review of the emerging risks deriving

from macroeconomic or regulatory environment as well as

changes of the Bank’s internal processes and systems and

their impact on the Bank's System of Internal Control

•

Review and update of common methodologies of Group

Internal Audit and Risk & Control Functions

Core

Business

Risk & Control Functions

Group Internal Audit

All Business Functions

including Unit Risk and Control Officers

Segment Risk & Control Officers

Board of Directors

Independent periodic

evaluation

Overseeing, Monitoring

and Controlling

Identification of risks &

obligations and

implementation of

processes and controls

Executive

Committee

Oversight

Audit Committee

Board Risk Committee

Internal

Control

Coordinati

on

Committee

Compliance, Ethics and

Culture Committee

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

189

•

Initialization of further alignment in common risk and

control elements among Group Internal Audit & Risk and

Control Functions

•

Internal communication process for the significant issues

identified from the Risk and Control Functions

•

Update of the ICCC members on the content of the Annual

Internal Audit report for the assessment of the System of

Internal Control (BoG Act 2577/2006)

•

Update of the ICCC members on the NBG Information

Security Posture

Segment Risk and Control Officers (“SRCO”) and Unit Risk and

Control Officers (“URCO”)

The Senior Management in its effort to further strengthen the ICS

established the roles of the SRCO and the URCO in January 2020.

•

The SRCO reports to the respective business line General

Manager (“GM”)/Assistant General Manager (“AGM”), is

independent from the respective Business Units and liaises

with second and third line of Defence Units with main

responsibility to coordinate efforts in order to ensure that

operational risks are appropriately identified and assessed, the

internal controls are appropriately designed and operate

effectively, as well as to assist in further enhancing the risk,

compliance and control awareness and culture.

•

The URCOs report to the Head of the Division or Independent

Sector

to

which

they

belong

and

cooperate

on

the

responsibilities set out above with the respective SRCO of the

respective business line.

Common Governance, Risk and Compliance (“GRC”) Platform

As part of the Board of Directors and Senior Management’s efforts

to further enhance the efficiency and the effectiveness in

operational risk management, compliance, internal control and

internal audit activities, the Bank has selected an integrated GRC

Platform to be used by the various Risk and Control Functions

(Operational

Risk

Management,

Internal

Control

Function,

Compliance, Information Security, Model Validation, Regulatory

Affairs and HFSF Relations) and Internal Audit Function. Following

the common GRC Platform implementation, the Bank will be able

to further enhance the management of its operational risks,

increase the Board’s and Management’s oversight and use a

homogenized integrated reporting tool contributing to the holistic

view of the ICS of the Bank and the Group. The GRC Platform’s

implementation is performed in phases due to its complexity and

the number of the involved functions. Each phase is supported and

closely monitored by a Steering Committee combining experts

from all the above functions. The Steering Committee has

established a Project Management Office to ensure the successful

implementation.

Phase

1,

Model

Validation

Module,

was

successfully implemented in December 2020. Phase 2, Group

Operational Risk Management Module and Phase 3, Group

Internal Audit Module, were successfully implemented in March

2022 and August 2022, respectively. Phase 4 that includes the

design and implementation of the module that will be commonly

used by the Group Compliance, the Group Internal Control

Function and the Group Information Security commence in 4Q.23

and is expected to be implemented by 3Q.24.

Group Internal Control Function (“Group ICF”)

The Group ICF is mainly responsible for:

a)

Contributing to the establishment and enhancement of a

robust control culture and promoting control awareness

within the Bank and the Group.

b)

Developing and regularly reviewing and updating, if

required, the NBG Group Methodology for the Control

Identification & Assessment (NBG Group IC Methodology)

based on the mutually agreed by the members of the

ICCC, “Common Principles of Operational Risk and Control

Assessment” for the Bank and the Group regarding roles,

responsibilities, policies, procedures, flows of information

and systems required for the appropriate design and the

operating effectiveness of controls.

c)

Ongoing monitoring of the adequate and efficient design

of controls, their operating effectiveness, as well as the

monitoring of the progress of the pending action plans for

the remediation of control deficiencies identified to

ensure their timely and appropriate execution.

d)

Providing training and support to the Bank’s Units and the

SRCOs & SRCO Teams/URCOs & URCO Teams in the

application of the approved NBG Group IC Methodology

as well as providing specialized knowledge with respect to

the controls.

e)

Collaborating with the Group Companies and supporting

their work, in the application of the NBG Group IC

Methodology.

GM/

AGM

SRCO

CEO

Board of

Director

2LoD & 3LoD

Functions

Business

Functions incl.

URCO

ICCC

Audit Committee/

Board Risk Committee/

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

190

The Group Internal Control Function consists of:

•

Group Internal Control Retail Banking, Branch Network and

Back Office Operations Independent Sector;

•

Group Internal Control Corporate Banking, Finance and Back

Office Operations Independent Sector;

•

Group Internal Control IT Independent Sector; and

•

Group

Internal

Control

Quality

Assurance

&

Project

Management Independent Sector.

As of 31 December 2023, Group ICF employed 19 Full-Time

Employees (“FTEs”) with in-depth knowledge and experience in

banking and internal controls. These FTEs continuously adapt to

the use of new technology and advance their skills and knowledge

through training and international professional certifications.

During 2023, the Group Internal Control Function achieved the

following:

•

Successful execution of the Group ICF Activity Plan 2023-2024

in the context of which it:

–

facilitated the documentation and design of adequate

and efficient controls for very high priority processes as

identified by the GMs/ AGMs, as well as the assessment

of the design effectiveness in close collaboration with

the SRCOs;

–

monitored the progress of open Remediation Action

Plans relating to control deficiencies identified;

–

reviewed and provided comments on matters relating to

internal controls on more than 100 Bank’s institutional

documents (Policies, Frameworks, Procedures, Circulars,

etc.);

–

participated in workshops of critical projects in order to

provide consultation on matters relating to internal

controls.

•

Roll out of a quarterly forum initiative to enhance the control

awareness and collaboration with the SRCOs.

•

Enhancement of the documentation of controls through the

utilization of the NBG Process Framework to increase

efficiency and synergies within the Bank.

For 2024-2025 the NBG Group ICF Activity Plan will focus on the

following:

•

Facilitation of the documentation of adequate and efficient

controls and assessment of design effectiveness for very high

and high priority processes based on the NBG Group IC

Methodology in close collaboration with the SRCOs.

•

Facilitation of Operating Effectiveness Testing and assessment

of its results for prioritized controls mitigating Very High and

High inherent risks based on the NBG Group IC Methodology

in close collaboration with the SRCOs.

•

Implementation of the shared module in the GRC Platform, by

the Group Compliance, the Group Internal Control Function

and the Group Information Security Function.

•

Continuing provision of consulting and advisory services on

matters relating to internal controls.

•

Roll out of various training initiatives to further enhance the

control awareness mainly focused on operating effectiveness

assessment.

Management of risks relating to the

Internal Controls over Financial

Reporting process

The

Audit Committee

, in accordance with the Greek Law

4449/2017, Article 44 para. 3b, is responsible for the oversight of

the

Internal Controls over Financial Reporting

(“ICFR”)

and

reports any improvements to ensure its integrity to the Board of

Directors. Furthermore, the Audit Committee monitors the

progress of the corrective actions undertaken in the context of ICS

including ICFR.

Management

is responsible for the

preparation and fair

presentation of the Bank and Group financial statements in

accordance with the International Financial Reporting Standards

(“IFRS”) and for

such ICFR

as Management determines are

necessary to enable the preparation of these financial statements

to be free from material misstatement, whether due to fraud or

error.

Roles and responsibilities are clearly defined in the NBG

Operating

Model,

where

the

identification

of

Financial

Reporting risks along with the implementation of processes and

controls to mitigate these risks lie with the

Business Functions

and Support Functions

while the

Risk & Control Functions

oversee, monitor and control the Financial Reporting risks and

the Internal Controls over Financial Reporting process.

Group

Internal Audit

Functions

ICS

Overseeing,

Monitoring &

Controlling

Identification of

Financial Reporting

risks and

implementation of

processes and

controls

Risk &

Control

Functions

Business

Functions

& Support

Functions

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

191

Group Internal Audit

The Group Internal Audit Function is an independent NBG Group

wide function, which assists the Group to achieve its strategic

objectives as well as enhance and protect the

organization’s value,

by providing risk-based and objective assurance, advice and

insight.

In fulfilling its third line role, Group Internal Audit provides

the Board of Directors and the Audit Committee with independent

assurance regarding the quality, adequacy and effectiveness of

corporate governance, risk management and internal control

frameworks and processes. The Group Chief Audit Executive

(“CAE”) reports, functionally, to the Audit Committee and,

administratively, to the CEO and has unrestricted access to:

a) all systems, files, data, physical assets, organizational units of

the Bank and companies of the Group, officers and personnel of

the Bank and the Group and

b) all policies, procedures, systems, files, data and personnel of

third parties (outsourcers), in the context of an outsourcing

contract with the Bank or a company of the Group.

In addition, the CAE has direct and unrestricted access to the

Bank's Audit Committee and may attend the meetings of the Audit

Committees of the Group companies.

The CAE or senior executives of Group Internal Audit, authorized

by him, may attend as observers the meetings of the Committees

of the Board of Directors, the Executive Committee and other

Bodies of the Bank or its subsidiaries, either upon a relevant

invitation from the Chairman of the Body or upon a CAE’s request

submission to the Chairman of the Body, when deemed necessary,

in the context of the function of the Internal Audit.

Group Internal Audit, through a risk-based approach, covers all

entities and activities of NBG Group. It evaluates the risk exposures

relating to, among others, the:

•

achievement of the Group’s strategic objectives,

•

compliance

with

applicable

regulatory

framework

and

supervisory requirements,

•

adherence to policies, procedures and contracts,

•

reliability of financial and operating information,

•

implementation of information systems and projects,

•

conduct of operational activities, and

•

safeguarding of assets.

•

Executive management is responsible for ensuring that issues

identified by Group Internal Audit are addressed within an

appropriate and agreed timeframe.

Group Internal Audit uses:

•

an audit methodology, which is in compliance with the

Committee of Sponsoring Organizations of the Treadway

Commission

(“COSO

2013”)

principles

and

the

International Internal Auditing Standards of the Institute of

Internal Auditors (“IIA”);

•

an information systems audit methodology that is based

on the Control Objectives for Information and Related

Technologies (“COBIT”) framework of the Information

Systems Audit and Control Association (“ISACA”);

•

a web-based software platform, which allows for the

effective management and documentation of the audit

activities and provides: (i) real time monitoring of the audit

function activities across all subsidiaries, (ii) information

and knowledge sharing among the Group’s internal

auditors and (iii) standardisation of the audit methodology.

Moreover,

audit

efficiency

and

effectiveness

are

monitored

through

established

key

performance

indicators and internal quality assessments;

•

an artificial intelligence-based software that provides near

real time risk assessment in selected areas and automated

testing of selected automated controls. The same software

is used for the detection and prevention of internal fraud.

As of 31 December 2023, Group Internal Audit of the Bank

employed 73 internal auditors with in-depth knowledge and

experience in banking and auditing, independent to the audited

activities and with no involvement in the design, selection,

implementation or operation of the Group’s internal controls.

Internal auditors continuously advance their knowledge and

competencies,

through

a

robust

training

program

and

international

professional

certifications,

focusing

on

their

adaptation to latest developments and new technology.

Each year, Group Internal Audit, based on a multi-factor risk

assessment process, prepares an annual audit plan, at Group level,

ensuring synergies and adequate audit coverage of the business

areas. Group Internal Audit, as part of its 2023 Audit Plan, covered

risks related to, among others, Retail & Corporate Banking, NPE

Management, risk Management including the Risk Appetite

Framework, Strategic & Transformation Planning including ESG

aspects, Digital Banking / e-Banking, Cybersecurity, Enterprise

Data

Warehouse,

IT

Governance,

Network

and

Telecommunications, Trade Finance Services, Global Markets and

Banks’ own portfolio, Regulatory and Financial Crime Compliance,

Procurement – Vendor Management including ESG aspects, New

Banking Accounting Engine, Legal Services and Taxation. Group

Internal Audit also performed branch network and subsidiaries’

audits, follow up of open audit issues, anti-fraud and continuous

auditing as well as several consulting engagements. For 2024, the

Audit Plan will focus, among others, on the following areas:

Capital and Liquidity Adequacy

NPE Management Strategy Implementation & Early Warning

System, as well as Loan Portfolios Sales Post-Implementation

Retail and Corporate Banking, including Private Banking and

Corporate Client Services, respectively

Group and Bank Financial Statements preparation

Counterparty Credit Risk Management

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

192

Group Operational Risk Management

Compliance Risk Governance and Monitoring & Financial

Crime Compliance

Corporate Governance – Implementation of key policies

Human Resources Management & Operations

ESG preparedness for the Bank’s compliance with the related

regulatory requirements and responsibilities

Real Estate: Property valuations and Technical Services

Core Banking System for Corporate Clients

Cybersecurity

Data Governance

“NBG Pay” joint venture

Anti-fraud and continuous auditing

Follow up of the open audit issues including issues identified

by the Joint Supervisory Team (“JST”).

Consulting engagements, including a readiness review of the

Bank’s compliance to “Digital Operational Resilience Act

(“DORA”).

The

use of

data analysis

and continuous auditing technology is an

on-going strategic objective for Group Internal Audit. In this

context, during 2023, Group Internal Audit focused, inter alia, on

both the development and the examination of continuous auditing

& fraud prevention / detection scenarios, across various product

and business areas.

In 2023, Group Internal Control Coordination Committee, under

the coordination of Group Internal Audit, continued its mandate

to enhance synergies and cooperation among Internal Audit and

Risk & Control Functions.

Risk Management Governance

Framework

See section “

Risk Management

”.

Regulatory Compliance and Corporate

Governance

Within the context of appropriately incorporating the applicable

Greek and EU legal and regulatory framework and best practices

into the Group’s operation, Group Compliance and Corporate

Governance Function, oversee all compliance matters, in line with

the

applicable

Greek

and

EU

regulatory

framework

and

supervisory authorities’ decisions, as well as all Corporate

Governance and Shareholder activities. In particular, the Group

Compliance and Corporate Governance Function include distinct

Divisions,

having

competence

over

Corporate

Governance,

Business Regulatory Compliance and Client Conduct, AML/CFT,

Compliance Risk Governance & Monitoring, as well as Data

Privacy, Technology & ESG Compliance. It is noted that in

December 2023 a new Division was established, namely the

‘Group Data Privacy, Technology & ESG Compliance Advisory

Division’ focusing, among others, on issues related to ICT & cloud

outsourcing compliance,

ESG compliance & Compliance Culture,

as well as Payments & Digital Services and Data Privacy &

Technology compliance.

The Group Compliance and Corporate Governance Function

continuously monitor developments in the applicable framework

and best practices, each in their field of responsibility, and provide

guidelines and support to the Bank Units and the Group Entities,

while they monitor implementation of the applicable provisions.

In that context, Group Compliance and Corporate Governance

Function in 2023, continued to focus on the establishment of an

adequate and effective compliance environment, in order to

safeguard the reputation and credibility of the Bank and the Group

against all stakeholders, including shareholders, customers,

Supervisory and other Authorities.

Moreover, the Group Compliance and Governance Function,

throughout 2023, in the context of their traditional role as key

advisors and partners to the business continued to play a vital role

providing ongoing support and guidance, to the Bank's governance

bodies, the management and the Bank’s Units. In order to comply

with the regulatory framework in force, the Bank has set up

policies and procedures. The monitored areas include among

others Corporate Governance, AML/CFT, Tax and other Public

Authorities requests, Consumer Protection, Banking secrecy,

Personal Data Protection etc.

Given the particular emphasis which the Group places in ensuring

constant enhancement of corporate governance arrangements

and practices applied, during 2023, the Group Corporate

Governance Division has continued to monitor, on an ongoing

basis, all regulatory developments and best practices, and

proceeded with incorporating these in the corporate governance

policies, arrangements and practices (for further details see

section “

A. Corporate Governance Code

” and section “

B. NBG’s

Corporate Governance Key Policies and Practices

” above). In this

context Group Corporate Governance Division provided its

continuous support to the Board of Directors and Board

Committees in a number of initiatives such as: governance projects

at Bank and Group level, with a broad scope, covering among

others ESG readiness, Executive Committee effectiveness review

and Group companies’ governance bodies, in collaboration with

specialized external consultants; review of Board Committee

Charters; formulation of the Annual Board Budget, Annual

BoD/Committee

Reports

and

Annual

Board

Training

Plan.

Moreover,

it has also catered for the effective adjustment of the

Bank's Internal Governance Framework to the new legal and

regulatory framework provisions (e.g., revised Relationship

Framework Agreement between the Bank and the HFSF).

Board of Directors’ Report

for the year ended 31 December 2023

Key Highlights

Transformation

Program

Economic and

financial review

Risk management

Non-Financial

Statement

Corporate

Governance

Statement

193

The Group Corporate Governance Division also proceeded with

informing the Board Corporate Governance and Nominations

Committee, the Audit Committee and the Compliance, Ethics and

Culture Committee on developments in the legal and regulatory

framework

and

latest

trends

and

practices

in

corporate

governance, as appropriate, while it also briefed the competent

Board Committee on related parties’ transactions.

Additionally, the Compliance and Corporate Governance Function

also provided support, advice and guidance to the Bank’s Units in

the context of ensuring the alignment and compliance of the Bank

to the new regulatory framework and proceeded to actions

regarding changes in policies and procedures, as well as

compliance with EU and national legislation. Furthermore, the

Compliance and the Corporate Governance Function continued to

support the Bank's transition to a new era and its further

development in line with evolution of the banking sector, new

trends and customer habits, in ensuring that the appropriate

compliance control mechanisms are in place to protect the Bank

and safeguard its operation in adherence to high standards of

conduct and compliance, whilst at the same time protecting at all

times the interests of stakeholders and contributing to the Bank's

effective correspondence to stakeholder needs and priority areas.

Within

this

context,

the

Compliance

and

the

Corporate

Governance Function continued to assist and support all business

lines embed compliance vision, strategy, and principles into the

Bank's culture and day-to-day operation and activities by

strengthening their accountability as risk owners and grasping

good compliance as a business enabler. Finally, the Compliance

and Corporate Governance Function continued to systematically

follow and monitor developments and compliance in accordance

with the applicable framework, handled, participated and

contributed to the successful implementation in a number of

major projects of the Bank,

provided continuous support and

advice to the competent Units regarding issues falling under its

competence, while in parallel also being involved in the submission

of a series of regular and ad hoc reports to supervisory Authorities

and constituting the point of contact and liaison between the

Authorities and the Bank.

Non-audit related fees in 2023

The fees of the independent auditor PwC for non-audit related

fees in 2023 amounted to €0.9 million for the Group and the Bank,

with no impact on the auditor’s objectivity and independence. For

the monitoring of the auditor’s fees, see “

Board of Director’s

Committees – Audit Committee – Main responsibilities

”.

Information provided pursuant to Directive 2004/25/EU of the European Parliament

and Council

The information of Directive 2004/25/EU of the European Parliament and Council, required pursuant Article 152 of Greek Law 4548/2018

on Sociétés Anonymes are included to the Supplementary Report to the Annual General Meeting of Shareholders, which is a separate

section of this Annual Financial Report.

Athens, 11 March 2024

THE CHAIRMAN OF THE BOARD OF DIRECTORS

THE CHIEF EXECUTIVE OFFICER

GIKAS A. HARDOUVELIS

PAVLOS K. MYLONAS

Board of Directors’ Report

for the year ended 31 December 2023

194

Important Information

European Securities and Markets Authority (“ESMA”) Alternative Performance Measures (“APMs”), definition of

financial data and ratios used

The Board of Directors’ report contains financial information and measures as derived from the Group and the Bank’s financial statements

for the year ended 31 December 2023 and 2022, which have been prepared in accordance with International Financial Reporting

Standards (“IFRS”), as endorsed by the EU. Additionally, it contains financial data which is compiled as a normal part of our financial

reporting and management information systems. For instance, financial items are categorized as foreign or domestic on the basis of the

jurisdiction of organization of the individual Group entity whose separate financial statements record such items.

Moreover, it contains references to certain measures which are not defined under IFRS, including “pre-provision income” (“PPI”), “net

interest margin” and others, as defined below. These measures are non-IFRS financial measures. A non-IFRS financial measure is a measure

that measures historical or future financial performance, financial position or cash flows but which excludes or includes amounts that

would not be so adjusted in the most comparable IFRS measure. The Group believes that the non-IFRS financial measures it presents allow

a more meaningful analysis of the Group’s financial condition and results of operations. However, the non-IFRS financial measures

presented are not a substitute for IFRS measures.

Name

Abbreviation

Definition

Adjusted Loan and other

impairments

The sum of (i) Credit provisions and (ii) other impairment charges, excluding for the

year ended 31 December 2023 credit provisions of €61 million for Project Frontier III

and other 1-off impairments of €23 million.

Adjusted Operating Expenses

The sum of (i) Personnel expenses, (ii) Administrative and other operating expenses,

(iii) depreciation and amortisation on investment property, property & equipment and

software; excluding, for the year ended 31 December 2023 personnel expenses

related to defined contributions for LEPETE to e-EFKA of €35 million and other one-off

costs of €58 million. For the year ended 31 December 2022, adjusted operating

expenses exclude personnel expenses of €35 million related to defined contributions

for LEPETE to e-EFKA and other one off-costs of €15 million.

Adjusted Taxes

Tax benefit/(expense), excluding non-recurring taxes of €106 million for the year

ended 31 December 2022.

Adjusted Total Income

The sum of (i) Core Income and (ii) Trading and Other Income.

Balance Sheet

Statement of Financial Position

Common Equity Tier 1 ratio

CET1

CET1 capital as defined by Regulation No 575/2013, with the application of the

regulatory transitional arrangements for IFRS 9 impact over RWAs.

CET1 ratio fully loaded

CET1FL

CET1 capital as defined by Regulation No 575/2013, without the application of the

regulatory transitional arrangements for IFRS 9 impact over RWAs.

Core Income

The sum of (i) Net Interest Income (“NII”) and (ii) Net fee and commission income.

Core Operating Profit / (Loss)

Core income less adjusted operating expenses and adjusted loan and other

impairments.

Core Profit after Tax

from

continuing operations

Core PAT

The sum of (i) Core Operating Profit/ (Loss) and (ii) Adjusted Taxes.

Core Pre-Provision Income

Core PPI

Core Income less adjusted operating expenses.

Core return on Tangible Equity

Core RoTE

Core Operating Profit / (Loss) for the period/ year + Adjusted Taxes, over average

tangible equity

Cost of Risk

CoR

Loan impairments of the period/year over average loans and advances to customers,

excluding the short-term reverse repo facility of €1.0 billion as at 31 December 2023

and €3.2 billion as at 31 December 2022.

Cost-to-Core Income ratio

C:CI

Adjusted operating expenses over core income.

Cost-to-Income ratio

Adjusted operating expenses over adjusted total income.

Deposits

Due to customers.

Depreciation

Depreciation and amortisation on investment property, property & equipment and

software & other intangible assets

Disbursements of loans

Loan disbursements for the period/year, not considering rollover of working capital

repaid and increase of unused credit limits.

Board of Directors’ Report

for the year ended 31 December 2023

195

Name

Abbreviation

Definition

Domestic banking activities

Refers to banking business in Greece and includes retail, corporate and investment

banking. Group’s domestic operations includes operations of the Bank in Greece,

Ethniki Leasing S.A (Ethniki Leasing) and Ethniki Factors S.A. (Ethniki Factors).

Funding cost

The weighted average cost of deposits, ECB refinancing, repo transactions, covered

bonds and securitization transactions.

Gross loans

Loans and advances to customers at amortised cost before Expected Credit Loss

(“ECL”) allowance and loans and advances to customers mandatorily measured at

FVTPL.

International operations

International operations refers to the Group’s banking business in North Macedonia

(Stopanska Banka, Stopanska Leasing) and Cyprus (NBG Cyprus).

Liquidity Coverage Ratio

LCR

The LCR refers to the liquidity buffer of High-Quality Liquid Assets (“HQLAs”) that a

Financial Institution holds, in order to withstand net liquidity outflows over a 30

calendar-day stressed period as per Regulation (EU) 2015/61.

Loan Impairments

Credit provisions excluding for the year ended 31 December 2023 credit provisions of

€61 million for Project Frontier III

Loans-to-Deposits Ratio

L:D ratio

Loans and advances to customers over due to customers, at period/year end,

excluding the short-term reverse repo facility of €1.0 billion as at 31 December 2023

and €3.2 billion as at 31 December 2022.

Net cash position

Cash and balances with central banks + Due from banks and excluding Due to Banks.

Net Fees & Commissions / Fees

/ Net Fees

Net fee and commission income.

Net Interest Margin over

average total assets

NIM

Net interest income over average total assets, with average total assets calculated as

the sum of the monthly average total assets.

Net NPEs

NPEs less ECL allowance on loans and advances to customers at amortised cost.

Net Stable Funding Ratio

NSFR

The NSFR refers to the portion of liabilities and capital expected to be sustainable over

the time horizon considered by the NSFR over the amount of stable funding that must

be allocated to the various assets, based on their liquidity characteristics and residual

maturities.

Non-Performing Exposures

NPEs

Non-performing exposures are defined according to EBA ITS technical standards on

Forbearance and Non-Performing Exposures as exposures that satisfy either or both

of the following criteria:

a.

Material exposures which are more than 90 days past due.

b.

The debtor is assessed as unlikely to pay its credit obligations in full without

realization of collateral, regardless of the existence of any past due amount or of

the number of days past due.

Non-Performing Loans NPLs

NPLs

Loans and advances to customers at amortised cost that are in arrears for 90 days or

more.

NPE Coverage Ratio

ECL allowance for loans and advances to customers at amortised cost divided by NPEs,

excluding loans and advances to customers mandatorily measured at FVTPL, at

period/year end.

NPE formation

Net increase / (decrease) of NPEs, before write-offs.

NPE Organic Formation

NPE balance change, excluding sales and write-offs

NPE ratio

NPEs divided by loans and advances to customers at amortised cost before ECL

allowance and loans and advances to customers at FVTPL at the end of the

period/year, excluding the short-term reverse repo facility of €1.0 billion as at 31

December 2023 and €3.2 billion as at 31 December 2022.

Pre-Provision Income

PPI

Adjusted Total Income less adjusted operating expenses, before adjusted loan and

other impairments.

Risk Weighted Assets

RWAs

Assets and off-balance-sheet exposures, weighted according to risk factors based on

Regulation (EU) No 575/2013.

Staff Costs/ Personnel

expenses

Personnel expenses excluding the additional social security contribution for LEPETE to

e-EFKA and one-off costs. More specifically, for the year ended 31 December 2023,

personnel expenses exclude defined contributions to LEPETE of €35 million and other

one-off costs of €5 million. For the year ended 31 December 2022, operating expenses

exclude personnel expenses of €35 million related to defined contributions to LEPETE

and other one-off costs of €7 million.

Tangible Equity / Book Value

Equity attributable to NBG shareholders less goodwill, software and other intangible

assets.

Board of Directors’ Report

for the year ended 31 December 2023

196

Name

Abbreviation

Definition

Trading and Other Income

The sum of (i) Net trading income / (loss) and results from investment securities, (ii)

Gains / (losses) arising from the derecognition of financial assets measured at

amortised cost, (iii) Net other income/(expense) and (iv) Share of profit / (loss) of

equity method investments, excluding the gain from the sale of 51.00% of NBG Pay

S.M.S.A and other one-off costs. More specifically, for the year ended 31 December

2023, Trading and Other Income excludes other one-off net income of €21 million. For

the year ended 31 December 2022, Trading and Other income excludes the gain from

the sale of 51.00% of NBG PAY S.M.S.A. of €297 million.

Total Capital Ratio

Total capital as defined by Regulation No 575/2013, with the application of the

regulatory transitional arrangements for IFRS 9 impact over RWAs.

Disclaimer

The information, statements and opinions set out in the Board of Director’s Report (the “Board of Director’s Report”) have been provided by

National Bank of Greece S.A. (the “Bank”) (together with its consolidated subsidiaries (the “Group”). They serve informational only purposes

and should not be considered as advice or a recommendation to investors or potential investors in relation to holding, purchasing or selling

securities or other financial products or instruments and do not take into account particular investment objectives, financial situation or

needs. It is not a research report, a trade confirmation or an offer or solicitation of an offer to buy/sell any financial instruments.

Accuracy of Information and Limitation of Liability

Whilst reasonable care has been taken to ensure that its contents are true and accurate, no representations or warranties, express or implied

are given in, or in respect of the accuracy or completeness of any information included in the Board of Director’s Report. To the fullest extent

permitted by law in no circumstances will the Bank, or any of its respective subsidiaries, shareholders, affiliates, representatives, directors,

officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the

use of the Board of Director’s Report, its contents (including the internal economic models), its omissions, reliance on the information

contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith.

Recipients of the Board of Director’s Report are not to construe its contents, or any prior or subsequent communications from or with the

Bank or its representatives as financial, investment, legal, tax, business, or other professional advice. In addition, the Board of Director’s

Report does not purport to be all-inclusive or to contain all the information that may be required to make a full analysis of the Bank. Recipients

of the Board of Director’s Report should consult with their own advisers and should each make their own evaluation of the Bank and of the

relevance and adequacy of the information.

The Board of Director’s Report includes certain non-IFRS financial measures. These measures are presented in this section under “ESMA

Alternative Performance Measures (APMs), definition of financial data and ratios used” and may not be comparable to those of other credit

institutions. Reference to these non-IFRS financial measures should be considered in addition to IFRS financial measures but should not be

considered a substitute for results that are presented in accordance with IFRS. Due to rounding, numbers presented throughout the Board

of Director’s Report may not add up precisely to the totals provided and percentages may not precisely reflect the absolute figures.

Forward-Looking Statements

The Board of Director’s Report contains forward-looking statements relating to management’s intent, belief, or current expectations with

respect to, inter alia, the Bank’s businesses and operations, market conditions, results of operation and financial condition, capital adequacy,

risk management practices, liquidity, prospects, growth and strategies (“Forward Looking Statements”). Forward Looking Statements concern

future circumstances and results and other statements that are not historical facts, sometimes identified by the words “may”, “will”,

“believes”, “expects”, “predicts”, “intends”, “projects”, “plans”, “estimates”, “aims”, “foresees”, “anticipates”, “targets”, “would”, “could”

or similar expressions or the negative thereof.

Forward Looking Statements reflect knowledge and information available at the date of the Board of Director’s Report and are subject to

inherent uncertainties and qualifications and are based on numerous assumptions, in each case whether or not identified in the Board of

Director’s Report. Although Forward Looking statements contained in the Board of Director’s Report are based upon what management of

the Bank believes are reasonable assumptions, because these assumptions are inherently subject to significant uncertainties and

contingencies, including persisting inflationary pressures and risks related to increased geopolitical tensions, that are difficult or impossible

to predict and are beyond the Bank’s control, no assurance can be provided that the Bank will achieve or accomplish these expectations,

beliefs or projections. Energy-related risks and a new upsurge of inflation pressures, in the event of a new escalation of Ukraine crisis or a

stronger-than-expected increase in global demand and/or supply cuts by major energy producers, represent the key risk factors in view of

the limited margins for new fiscal interventions. The delayed drag on activity and financial conditions from the ongoing monetary policy

tightening could also affect business and banking activity. The Middle East and Red Sea conflicts have heightened geopolitical risks, with

potential adverse implications for global growth via commodity prices and trade channels. Moreover, uncertainty exists over the scope of

actions that may be required by us, governments, and others to achieve goals relating to climate, environmental and social matters, as well

as the evolving nature of underlying science and industry and governmental standards and regulations. Therefore, these events constitute

additional factors that could cause actual results to differ materially from the ones included in the Forward-Looking Statements. Forward-

Looking Statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee,

an assurance, a prediction or a definitive statement of fact or probability. The Bank’s actual results may differ materially from those discussed

in the Forward-Looking Statements. Some important factors that could cause actual results to differ materially from those in any Forward

Looking Statements could include, inter alia, changes in domestic and foreign business, market, financial, political and legal conditions

Board of Directors’ Report

for the year ended 31 December 2023

197

including changing industry regulation, adverse decisions by domestic or international regulatory and supervisory authorities, the impact of

market size reduction, the ability to maintain credit ratings, capital resources and capital expenditures, adverse litigation and dispute

outcomes, and the effect of such outcomes on the Group’s financial condition. There can be no assurance that any Forward-looking

Statement will be realized, and the Bank expressly disclaims any obligation or undertaking to release any updates or revisions to any Forward-

Looking Statement to reflect any change in the Bank’s expectations with regard thereto or any changes in events, conditions, or circumstances

on which any Forward-Looking Statement is based. Accordingly, the reader is cautioned not to place undue reliance on Forward-Looking

Statements.

No Updates

Unless otherwise specified all information in the Board of Director’s Report is as of the date of the Board of Director’s Report. Neither the

delivery of the Board of Director’s Report nor any other communication with its recipients shall, under any circumstances, create any

implication that there has been no change in the Bank’s affairs since such date. Except as otherwise noted herein, the Bank does not intend

to, nor will it assume any obligation to, update the Board of Director’s Report or any of the information included herein. The Board of

Director’s Report is subject to Greek law, and any dispute arising in respect of the Board of Director’s Report is subject to the exclusive

jurisdiction of the Courts of Athens.

Board of Directors’ Report

for the year ended 31 December 2023

198

Appendix A - reporting templates in accordance with Delegated Regulation (EU) 2021/2178, Annexes VI and XII

0. Summary of KPIs to be disclosed by credit institutions under Article 8 Taxonomy Regulation

Total environmentally

sustainable assets

(Turnover)

Total

environmentally

sustainable assets

(CapEx)

Turnover KPI

(1)

CapEx KPI

(2)

% coverage (over total

assets)

(3)

% of assets excluded from the

numerator of the GAR (Article 7(2) and

(3) and Section 1.1.2. of Annex V)

% of assets excluded from the

denominator of the GAR (Article 7(1)

and Section 1.2.4 of Annex V)

Main KPI

Green asset ratio (GAR) stock

862

1,666

1.8%

3.4%

65.0%

42.8%

35.0%

Total environmentally

sustainable assets

(Turnover)

Total

environmentally

sustainable assets

(CapEx)

Turnover KPI

CapEx KPI

% coverage (over total

assets)

% of assets excluded from the

numerator of the GAR (Article 7(2) and

(3) and Section 1.1.2. of Annex V)

% of assets excluded from the

denominator of the GAR (Article 7(1)

and Section 1.2.4 of Annex V)

Additional KPIs

GAR (flow)

357

823

10.4%

23.9%

-

Trading book

(4)

-

Financial guarantees

198

711

8.3%

29.9%

Assets under management

42

123

3.6%

10.8%

Fees and commissions income

(4)

-

(1) Βased on the Turnover KPI of the counterparty

(2) Βased on the CapEx KPI of the counterparty

(3) % of assets covered by the KPI over Group's total assets

(4) Fees and Commissions and Trading Book KPIs shall only apply starting 2026

Board of Directors’ Report

for the year ended 31 December 2023

199

1. Assets for the calculation of GAR based on Turnover

2023

Climate Change Mitigation (CCM)

Climate Change Adaptation (CCA)

TOTAL (CCM + CCA)

Million EUR

Total gross

carrying amount

Of which towards taxonomy relevant sectors

(Taxonomy-eligible)

Of which towards taxonomy relevant sectors

(Taxonomy-eligible)

Of which towards taxonomy relevant sectors

(Taxonomy-eligible)

Of which environmentally sustainable

(Taxonomy-aligned)

Of which environmentally sustainable

(Taxonomy-aligned)

Of which environmentally sustainable

(Taxonomy-aligned)

Of which Use

of Proceeds

Of which

transitional

Of which

enabling

Of which Use

of Proceeds

Of which

enabling

Of which Use

of Proceeds

Of which

transitional

Of which

enabling

GAR - Covered assets in both numerator and denominator

1

Loans and advances, debt securities and equity instruments not HfT eligible for GAR

calculation

16,773

9,563

846

714

0

41

453

16

-

10,016

862

714

0

41

2

Financial undertakings

2,137

406

-

406

-

3

Credit institutions

1,397

277

-

277

-

4

Loans and advances

719

118

-

118

-

5

Debt securities, including Up

666

159

-

159

-

6

Equity instruments

12

0

-

0

-

7

Other financial corporations

740

129

-

129

-

8

of which investment firms

565

122

-

122

-

9

Loans and advances

104

-

104

-

10

Debt securities, including Up

460

18

-

18

-

11

Equity instruments

-

12

of which management companies

-

13

Loans and advances

-

14

Debt securities, including Up

-

15

Equity instruments

-

16

of which insurance undertakings

175

7

-

7

-

17

Loans and advances

175

7

-

7

-

18

Debt securities, including Up

-

19

Equity instruments

-

20

Non-financial undertakings

4,757

1,555

833

701

0

41

453

16

-

2,008

848

701

0

41

21

Loans and advances

4,470

1,486

828

701

0

41

400

8

-

1,886

837

701

0

41

22

Debt securities, including Up

248

30

4

-

0

54

7

-

84

12

-

0

23

Equity instruments

39

-

39

-

24

Households

9,342

7,065

14

-

7,065

14

-

25

of which loans collateralised by residential immovable property

6,066

5,568

14

-

5,568

14

-

26

of which building renovation loans

1,020

-

1,020

-

27

of which motor vehicle loans

100

-

100

-

28

Local governments financing

-

29

Housing financing

-

30

Other local government financing

-

31

Collateral obtained by taking possession: residential and commercial immovable

properties

537

-

537

-

32

Assets excluded from the numerator for GAR calculation (covered in the denominator)

32,356

33

Financial and Non-financial undertakings

22,306

34

SMEs and NFCs (other than SMEs) not subject to NFRD disclosure obligations

12,807

35

Loans and advances

12,787

36

of which loans collateralised by commercial immovable property

3,769

37

of which building renovation loans

32

38

Debt securities

10

Board of Directors’ Report

for the year ended 31 December 2023

200

1. Assets for the calculation of GAR based on Turnover

2023

Climate Change Mitigation (CCM)

Climate Change Adaptation (CCA)

TOTAL (CCM + CCA)

Million EUR

Total gross

carrying amount

Of which towards taxonomy relevant sectors

(Taxonomy-eligible)

Of which towards taxonomy relevant sectors

(Taxonomy-eligible)

Of which towards taxonomy relevant sectors

(Taxonomy-eligible)

Of which environmentally sustainable

(Taxonomy-aligned)

Of which environmentally sustainable

(Taxonomy-aligned)

Of which environmentally sustainable

(Taxonomy-aligned)

Of which Use

of Proceeds

Of which

transitional

Of which

enabling

Of which Use

of Proceeds

Of which

enabling

Of which Use

of Proceeds

Of which

transitional

Of which

enabling

39

Equity instruments

10

40

Non-EU country counterparties not subject to NFRD disclosure obligations

3,327

41

Loans and advances

3,321

42

Debt securities

0

43

Equity instruments

6

44

Derivatives

99

45

On demand interbank loans

336

46

Cash and cash-related assets

874

47

Other categories of assets (e.g. Goodwill, commodities etc.)

8,742

48

Total GAR assets

49,129

9,563

846

714

0

41

453

16

-

10,016

862

714

0

41

49

Assets not covered for GAR calculation

26,483

50

Central governments and Supranational issuers

15,981

51

Central banks exposure

8,141

52

Trading book

2,361

53

Total assets

75,612

9,563

846

714

0

41

453

16

-

10,016

862

714

0

41

Off-balance sheet exposures - Undertakings subject to NFRD disclosure obligations

54

Financial guarantees

2,379

661

185

-

0

42

50

13

-

711

198

-

0

42

55

Assets under management

1,143

159

34

0

5

27

8

0

-

186

42

0

5

56

Of which debt securities

604

85

5

-

0

14

2

-

98

7

-

0

57

Of which equity instruments

539

75

29

0

5

14

6

0

-

88

35

0

5

Board of Directors’ Report

for the year ended 31 December 2023

201

1. Assets for the calculation of GAR based on CapEx

2023

Climate Change Mitigation (CCM)

Climate Change Adaptation (CCA)

TOTAL (CCM + CCA)

Million EUR

Total gross

carrying amount

Of which towards taxonomy relevant sectors

(Taxonomy-eligible)

Of which towards taxonomy relevant sectors

(Taxonomy-eligible)

Of which towards taxonomy relevant sectors

(Taxonomy-eligible)

Of which environmentally sustainable

(Taxonomy-aligned)

Of which environmentally sustainable

(Taxonomy-aligned)

Of which environmentally sustainable

(Taxonomy-aligned)

Of which Use

of Proceeds

Of which

transitional

Of which

enabling

Of which Use

of Proceeds

Of which

enabling

Of which Use

of Proceeds

Of which

transitional

Of which

enabling

GAR - Covered assets in both numerator and denominator

1

Loans and advances, debt securities and equity instruments not HfT eligible for GAR

calculation

16,773

10,947

1,651

714

5

54

398

14

-

11,345

1,666

714

5

54

2

Financial undertakings

2,137

407

-

407

-

3

Credit institutions

1,397

278

-

278

-

4

Loans and advances

719

118

-

118

-

5

Debt securities, including UoP

666

160

-

160

-

6

Equity instruments

12

0

-

0

-

7

Other financial corporations

740

129

-

129

-

8

of which investment firms

565

123

-

123

-

9

Loans and advances

104

-

104

-

10

Debt securities, including UoP

460

18

-

18

-

11

Equity instruments

-

12

of which

management companies

-

13

Loans and advances

-

14

Debt securities, including UoP

-

15

Equity instruments

-

16

of which insurance undertakings

175

7

-

7

-

17

Loans and advances

175

7

-

7

-

18

Debt securities, including UoP

-

19

Equity instruments

-

20

Non-financial undertakings

4,757

2,938

1,638

701

5

54

398

14

-

3,336

1,652

701

5

54

21

Loans and advances

4,470

2,742

1,560

701

2

53

397

14

-

3,140

1,574

701

2

53

22

Debt securities, including UoP

248

157

78

-

2

1

0

-

158

78

-

2

23

Equity instruments

39

-

39

-

24

Households

9,342

7,065

14

-

7,065

14

-

25

of which loans collateralised by residential immovable property

6,066

5,568

14

-

5,568

14

-

26

of which building renovation loans

1,020

-

1,020

-

27

of which motor vehicle loans

100

-

100

-

28

Local governments financing

-

29

Housing financing

-

30

Other local government financing

-

31

Collateral obtained by taking possession: residential and commercial immovable

properties

537

-

537

-

32

Assets excluded from the numerator for GAR calculation (covered in the denominator)

32,356

33

Financial and Non-financial undertakings

22,306

34

SMEs and NFCs (other than SMEs) not subject to NFRD disclosure obligations

12,807

35

Loans and advances

12,787

36

of which loans collateralised by commercial immovable property

3,769

37

of which building renovation loans

32

38

Debt securities

10

Board of Directors’ Report

for the year ended 31 December 2023

202

1. Assets for the calculation of GAR based on CapEx

2023

Climate Change Mitigation (CCM)

Climate Change Adaptation (CCA)

TOTAL (CCM + CCA)

Million EUR

Total gross

carrying amount

Of which towards taxonomy relevant sectors

(Taxonomy-eligible)

Of which towards taxonomy relevant sectors

(Taxonomy-eligible)

Of which towards taxonomy relevant sectors

(Taxonomy-eligible)

Of which environmentally sustainable

(Taxonomy-aligned)

Of which environmentally sustainable

(Taxonomy-aligned)

Of which environmentally sustainable

(Taxonomy-aligned)

Of which Use

of Proceeds

Of which

transitional

Of which

enabling

Of which Use

of Proceeds

Of which

enabling

Of which Use

of Proceeds

Of which

transitional

Of which

enabling

39

Equity instruments

10

40

Non-EU country counterparties not subject to NFRD disclosure obligations

3,327

41

Loans and advances

3,321

42

Debt securities

0

43

Equity instruments

6

44

Derivatives

99

45

On demand interbank loans

336

46

Cash and cash-related assets

874

47

Other categories of assets (e.g. Goodwill, commodities etc.)

8,742

48

Total GAR assets

49,129

10,947

1,651

714

5

54

398

14

-

11,345

1,666

714

5

54

49

Assets not covered for GAR calculation

26,483

50

Central governments and Supranational issuers

15,981

51

Central banks exposure

8,141

52

Trading book

2,361

53

Total assets

75,612

10,947

1,651

714

5

54

398

14

-

11,345

1,666

714

5

54

Off-balance sheet exposures - Undertakings subject to NFRD disclosure obligations

54

Financial guarantees

2,379

1,202

680

-

53

2

25

31

-

1,227

711

-

53

2

55

Assets under management

1,143

285

117

0

1

0

7

6

0

-

292

123

0

1

0

56

Of which debt securities

604

133

37

-

1

0

-

133

37

-

1

0

57

Of which equity instruments

539

152

80

0

1

0

7

6

0

-

159

87

0

1

0

Board of Directors’ Report

for the year ended 31 December 2023

203

2. GAR sector information based on Turnover

Climate Change Mitigation (CCM)

Climate Change Adaptation (CCA)

TOTAL (CCM + CCA)

Breakdown by sector - NACE 4 digits level (code and label)

Non-Financial corporates

(Subject to NFRD)

SMEs and other NFC

not subject to NFRD

Non-Financial corporates

(Subject to NFRD)

SMEs and other NFC

not subject to NFRD

Non-Financial corporates

(Subject to NFRD)

SMEs and other NFC

not subject to NFRD

Gross carrying amount

Mn EUR

Of which

environmentally

sustainable (CCM)

Mn EUR

Of which

environmentally

sustainable (CCM)

Mn EUR

Of which

environmentally

sustainable (CCA)

Mn EUR

Of which

environmentally

sustainable (CCA)

Mn EUR

Of which

environmentally

sustainable

(CCM + CCA)

Mn EUR

Of which

environmentally

sustainable

(CCM + CCA)

1

C13.93 Manufacture of carpets and rugs

1

-

1

-

2

C13.95 Manufacture of non-wovens and articles made from non-wovens, except apparel

-

11

4

11

4

3

C18.12 Other printing

2

-

2

-

2

-

4

C18.20 Reproduction of recorded media

39

-

39

-

5

C19.20 Manufacture of refined petroleum products

856

5

-

856

5

6

C20.42 Manufacture of perfumes and toilet preparations

17

-

17

-

17

-

7

C20.59 Manufacture of other chemical products n.e.c.

7

0

-

7

0

8

C22.11 Manufacture of rubber tyres and tubes; retreading and rebuilding of rubber tyres

0

-

0

-

9

C22.22 Manufacture of plastic packing goods

-

11

4

11

4

10

C23.42 Manufacture of ceramic sanitary fixtures

2

0

-

2

0

11

C23.51 Manufacture of cement

87

-

87

7

87

7

12

C24.10 Manufacture of basic iron and steel and of ferro-alloys

40

17

-

40

17

13

C24.20 Manufacture of tubes, pipes, hollow profiles and related fittings, of steel

79

40

-

79

40

14

C24.42 Aluminium production

15

1

-

15

1

15

C24.44 Copper production

158

-

158

-

16

C24.51 Casting of iron

53

5

-

53

5

17

C25.11 Manufacture of metal structures and parts of structures

6

0

-

6

0

18

C27.20 Manufacture of batteries and accumulators

170

-

170

-

170

-

19

C27.32 Manufacture of other electronic and electric wires and cables

52

26

-

52

26

20

D35.11 Production of electricity

1,150

723

50

-

1,150

723

21

D35.13 Distribution of electricity

124

-

124

-

22

D35.14 Trade of electricity

378

0

-

378

0

23

D35.22 Distribution of gaseous fuels through mains

0

-

0

24

E38.11 Collection of non-hazardous waste

1

0

-

1

0

25

E38.32 Recovery of sorted materials

2

0

-

2

0

26

F41.20 Construction of residential and non-residential buildings

56

0

-

56

0

27

F42.11 Construction of roads and motorways

28

3

24

-

28

3

28

F42.21 Construction of utility projects for fluids

2

0

-

2

0

29

F42.99 Construction of other civil engineering projects n.e.c.

41

4

41

-

41

4

30

G45.31 Wholesale trade of motor vehicle parts and accessories

1

0

1

0

1

0

31

G46.43 Wholesale of electrical household appliances

9

0

-

9

0

32

G46.47 Wholesale of furniture, carpets and lighting equipment

12

-

12

-

33

G46.51 Wholesale of computers, computer peripheral equipment and software

15

0

3

-

15

0

34

G46.52 Wholesale of electronic and telecommunications equipment and parts

22

-

22

-

35

G46.69 Wholesale of other machinery and equipment

2

0

-

2

0

36

G46.71 Wholesale of solid, liquid and gaseous fuels and related products

174

2

-

174

2

37

G46.77 Wholesale of waste and scrap

9

1

-

9

1

38

G46.90 Non-specialised wholesale trade

1

0

-

1

0

39

G47.64 Retail sale of sporting equipment in specialised stores

10

-

10

-

40

H50.10 Sea and coastal passenger water transport

45

-

45

-

Board of Directors’ Report

for the year ended 31 December 2023

204

2. GAR sector information based on Turnover

Climate Change Mitigation (CCM)

Climate Change Adaptation (CCA)

TOTAL (CCM + CCA)

Breakdown by sector - NACE 4 digits level (code and label)

Non-Financial corporates

(Subject to NFRD)

SMEs and other NFC

not subject to NFRD

Non-Financial corporates

(Subject to NFRD)

SMEs and other NFC

not subject to NFRD

Non-Financial corporates

(Subject to NFRD)

SMEs and other NFC

not subject to NFRD

Gross carrying amount

Mn EUR

Of which

environmentally

sustainable (CCM)

Mn EUR

Of which

environmentally

sustainable (CCM)

Mn EUR

Of which

environmentally

sustainable (CCA)

Mn EUR

Of which

environmentally

sustainable (CCA)

Mn EUR

Of which

environmentally

sustainable

(CCM + CCA)

Mn EUR

Of which

environmentally

sustainable

(CCM + CCA)

41

H52.10 Warehousing and storage

64

0

4

-

64

0

42

H52.21 Service activities incidental to land transportation

-

283

-

283

-

43

H52.22 Service activities incidental to water transportation

9

-

9

-

9

-

44

H52.23 Service activities incidental to air transportation

265

2

99

-

364

2

45

H52.29 Other transportation support activities

1

-

1

-

1

-

46

I55.10 Hotels and similar accommodation

19

-

19

-

19

-

47

J58.29 Other software publishing

5

-

5

-

48

J61.20 Wireless telecommunications activities

32

-

32

-

49

J61.90 Other telecommunications activities

30

-

30

-

50

J62.01 Computer programming activities

18

0

-

18

0

51

J62.02 Computer consultancy activities

1

0

-

1

0

52

J62.03 Computer facilities management activities

2

0

2

-

2

0

53

J63.91 News agency activities

12

0

-

12

0

54

K64.19 Other monetary intermediation

0

-

0

-

55

K65.12 Non-life insurance

2

-

2

-

56

L68.20 Rental and operating of own or leased real estate

77

0

2

-

77

0

57

M70.22 Business and other management consultancy activities

3

-

3

-

3

-

58

M73.11 Advertising agencies

0

-

0

-

59

N77.11 Rental and leasing of cars and light motor vehicles

65

3

65

0

65

3

60

Q86.10 Hospital activities

37

-

37

-

37

-

61

R92.00 Gambling and betting activities

14

-

1

-

14

-

62

S96.01 Washing and (dry-)cleaning of textile and fur products

31

-

31

-

Note: Exposures in the banking book towards Non-Financial Corporations subject to NFRD based on the principal activity of the counterparty.

Board of Directors’ Report

for the year ended 31 December 2023

205

2. GAR sector information based on CapEx

Climate Change Mitigation (CCM)

Climate Change Adaptation (CCA)

TOTAL (CCM + CCA)

Breakdown by sector - NACE 4 digits level (code and label)

Non-Financial corporates

(Subject to NFRD)

SMEs and other NFC

not subject to NFRD

Non-Financial corporates

(Subject to NFRD)

SMEs and other NFC

not subject to NFRD

Non-Financial corporates

(Subject to NFRD)

SMEs and other NFC

not subject to NFRD

Gross carrying amount

Mn EUR

Of which

environmentally

sustainable (CCM)

Mn EUR

Of which

environmentally

sustainable (CCM)

Mn EUR

Of which

environmentally

sustainable (CCA)

Mn EUR

Of which

environmentally

sustainable (CCA)

Mn EUR

Of which

environmentally

sustainable

(CCM + CCA)

Mn EUR

Of which

environmentally

sustainable

(CCM + CCA)

1

C13.93 Manufacture of carpets and rugs

1

-

1

-

2

C13.95 Manufacture of non-wovens and articles made from non-wovens, except apparel

-

11

6

11

6

3

C18.12 Other printing

2

-

2

-

2

-

4

C18.20 Reproduction of recorded media

39

-

39

-

5

C19.20 Manufacture of refined petroleum products

856

453

-

856

453

6

C20.42 Manufacture of perfumes and toilet preparations

17

-

17

-

17

-

7

C20.59 Manufacture of other chemical products n.e.c.

7

6

-

7

6

8

C22.11 Manufacture of rubber tyres and tubes; retreading and rebuilding of rubber tyres

0

-

0

-

9

C22.22 Manufacture of plastic packing goods

-

11

6

11

6

10

C23.42 Manufacture of ceramic sanitary fixtures

2

0

-

2

0

11

C23.51 Manufacture of cement

87

14

87

-

87

14

12

C24.10 Manufacture of basic iron and steel and of ferro-alloys

40

16

-

40

16

13

C24.20 Manufacture of tubes, pipes, hollow profiles and related fittings, of steel

79

37

-

79

37

14

C24.42 Aluminium production

15

5

-

15

5

15

C24.44 Copper production

158

-

158

-

16

C24.51 Casting of iron

53

6

-

53

6

17

C25.11 Manufacture of metal structures and parts of structures

6

0

-

6

0

18

C27.20 Manufacture of batteries and accumulators

170

-

170

-

170

-

19

C27.32 Manufacture of other electronic and electric wires and cables

52

25

-

52

25

20

D35.11 Production of electricity

1,150

835

50

1

1,150

836

21

D35.13 Distribution of electricity

124

-

124

-

22

D35.14 Trade of electricity

378

0

378

0

23

D35.22 Distribution of gaseous fuels through mains

0

-

0

24

E38.11 Collection of non-hazardous waste

1

-

1

25

E38.32 Recovery of sorted materials

2

0

-

2

0

26

F41.20 Construction of residential and non-residential buildings

56

0

-

56

0

27

F42.11 Construction of roads and motorways

28

16

24

0

28

16

28

F42.21 Construction of utility projects for fluids

2

-

2

29

F42.99 Construction of other civil engineering projects n.e.c.

41

24

41

1

41

25

30

G45.31 Wholesale trade of motor vehicle parts and accessories

1

0

1

0

1

0

31

G46.43 Wholesale of electrical household appliances

9

2

-

9

2

32

G46.47 Wholesale of furniture, carpets and lighting equipment

12

-

12

-

33

G46.51 Wholesale of computers, computer peripheral equipment and software

15

2

3

-

15

2

34

G46.52 Wholesale of electronic and telecommunications equipment and parts

22

-

22

-

35

G46.69 Wholesale of other machinery and equipment

2

0

-

2

0

36

G46.71 Wholesale of solid, liquid and gaseous fuels and related products

174

128

-

174

128

37

G46.77 Wholesale of waste and scrap

9

1

-

9

1

38

G46.90 Non-specialised wholesale trade

1

-

1

39

G47.64 Retail sale of sporting equipment in specialised stores

10

-

10

-

40

H50.10 Sea and coastal passenger water transport

45

-

45

-

Board of Directors’ Report

for the year ended 31 December 2023

206

2. GAR sector information based on CapEx

Climate Change Mitigation (CCM)

Climate Change Adaptation (CCA)

TOTAL (CCM + CCA)

Breakdown by sector - NACE 4 digits level (code and label)

Non-Financial corporates

(Subject to NFRD)

SMEs and other NFC

not subject to NFRD

Non-Financial corporates

(Subject to NFRD)

SMEs and other NFC

not subject to NFRD

Non-Financial corporates

(Subject to NFRD)

SMEs and other NFC

not subject to NFRD

Gross carrying amount

Mn EUR

Of which

environmentally

sustainable (CCM)

Mn EUR

Of which

environmentally

sustainable (CCM)

Mn EUR

Of which

environmentally

sustainable (CCA)

Mn EUR

Of which

environmentally

sustainable (CCA)

Mn EUR

Of which

environmentally

sustainable

(CCM + CCA)

Mn EUR

Of which

environmentally

sustainable

(CCM + CCA)

41

H52.10 Warehousing and storage

64

22

4

-

64

22

42

H52.21 Service activities incidental to land transportation

-

283

-

283

-

43

H52.22 Service activities incidental to water transportation

9

-

9

-

9

-

44

H52.23 Service activities incidental to air transportation

265

33

99

-

364

33

45

H52.29 Other transportation support activities

1

-

1

-

1

-

46

I55.10 Hotels and similar accommodation

19

-

19

-

19

-

47

J58.29 Other software publishing

5

-

5

-

48

J61.20 Wireless telecommunications activities

32

-

32

-

49

J61.90 Other telecommunications activities

30

-

30

-

50

J62.01 Computer programming activities

18

0

-

18

0

51

J62.02 Computer consultancy activities

1

0

-

1

0

52

J62.03 Computer facilities management activities

2

1

2

0

2

1

53

J63.91 News agency activities

12

2

-

12

2

54

K64.19 Other monetary intermediation

0

-

0

-

55

K65.12 Non-life insurance

2

-

2

-

56

L68.20 Rental and operating of own or leased real estate

77

0

2

-

77

0

57

M70.22 Business and other management consultancy activities

3

-

3

-

3

-

58

M73.11 Advertising agencies

0

-

0

-

59

N77.11 Rental and leasing of cars and light motor vehicles

65

7

65

0

65

7

60

Q86.10 Hospital activities

37

-

37

-

37

-

61

R92.00 Gambling and betting activities

14

-

1

-

14

-

62

S96.01 Washing and (dry-)cleaning of textile and fur products

31

-

31

-

Note: Exposures in the banking book towards Non-Financial Corporations subject to NFRD based on the principal activity of the counterparty.

Board of Directors’ Report

for the year ended 31 December 2023

207

3. GAR KPI stock based on Turnover

2023

Climate Change Mitigation (CCM)

Climate Change Adaptation (CCA)

TOTAL (CCM + CCA)

% (compared to total covered assets in the denominator)

Proportion of total covered assets funding taxonomy relevant sectors

(Taxonomy-eligible)

Proportion of total covered assets funding taxonomy

relevant sectors (Taxonomy-eligible)

Proportion of total covered assets funding taxonomy relevant sectors

(Taxonomy-eligible)

Proportion

of total

assets

covered

Proportion of total covered assets funding taxonomy

relevant sectors (Taxonomy-aligned)

Proportion of total covered assets funding

taxonomy relevant sectors (Taxonomy-

aligned)

Proportion of total covered assets funding taxonomy

relevant sectors (Taxonomy-aligned)

Of which Use

of Proceeds

Of which

transitional

Of which

enabling

Of which Use

of Proceeds

Of which

enabling

Of which Use

of Proceeds

Of which

transitional

Of which

enabling

GAR - Covered assets in both numerator and denominator

1

Loans and advances, debt securities and equity instruments not HfT eligible for GAR

calculation

57.0%

5.0%

4.3%

0.0%

0.2%

2.7%

0.1%

-

59.7%

5.1%

4.3%

0.0%

0.2%

34.1%

2

Financial undertakings

19.0%

-

19.0%

-

4.3%

3

Credit institutions

19.8%

-

19.8%

-

2.8%

4

Loans and advances

16.4%

-

16.4%

-

1.5%

5

Debt securities, including UoP

23.9%

-

23.9%

-

1.4%

6

Equity instruments

0.5%

-

0.5%

-

0.0%

7

Other financial corporations

17.4%

-

17.4%

-

1.5%

8

of which investment firms

21.7%

-

21.7%

-

1.1%

9

Loans and advances

100.0%

-

100.0%

-

0.2%

10

Debt securities, including UoP

3.9%

-

3.9%

-

0.9%

11

Equity instruments

-

12

of which management companies

-

13

Loans and advances

-

14

Debt securities, including UoP

-

15

Equity instruments

-

16

of which insurance undertakings

3.8%

-

3.8%

-

0.4%

17

Loans and advances

3.8%

-

3.8%

-

0.4%

18

Debt securities, including UoP

-

19

Equity instruments

-

20

Non-financial undertakings

32.7%

17.5%

14.7%

0.0%

0.9%

9.5%

0.3%

-

42.2%

17.8%

14.7%

0.0%

0.9%

9.7%

21

Loans and advances

33.2%

18.5%

15.7%

0.0%

0.9%

8.9%

0.2%

-

42.2%

18.7%

15.7%

0.0%

0.9%

9.1%

22

Debt securities, including UoP

12.2%

1.8%

-

0.0%

21.6%

3.0%

-

33.8%

4.8%

-

0.0%

0.5%

23

Equity instruments

99.5%

-

99.5%

-

0.1%

24

Households

75.6%

0.1%

-

75.6%

0.1%

-

19.0%

25

of which loans collateralised by residential immovable property

91.8%

0.2%

-

91.8%

0.2%

-

12.3%

26

of which building renovation loans

100.0%

-

100.0%

-

2.1%

27

of which motor vehicle loans

100.0%

-

100.0%

-

0.2%

28

Local governments financing

-

29

Housing financing

-

30

Other local government financing

-

31

Collateral obtained by taking possession: residential and commercial immovable

properties

100.0%

-

100.0%

-

1.1%

32

Total GAR assets

19.5%

1.7%

1.5%

0.0%

0.1%

0.9%

0.0%

-

20.4%

1.8%

1.5%

0.0%

0.1%

34.1%

Board of Directors’ Report

for the year ended 31 December 2023

208

3. GAR KPI stock based on CapEx

2023

Climate Change Mitigation (CCM)

Climate Change Adaptation (CCA)

TOTAL (CCM + CCA)

% (compared to total covered assets in the denominator)

Proportion of total covered assets funding taxonomy relevant sectors

(Taxonomy-eligible)

Proportion of total covered assets funding taxonomy

relevant sectors (Taxonomy-eligible)

Proportion of total covered assets funding taxonomy relevant sectors

(Taxonomy-eligible)

Proportion

of total

assets

covered

Proportion of total covered assets funding taxonomy

relevant sectors (Taxonomy-aligned)

Proportion of total covered assets funding

taxonomy relevant sectors (Taxonomy-

aligned)

Proportion of total covered assets funding taxonomy

relevant sectors (Taxonomy-aligned)

Of which Use

of Proceeds

Of which

transitional

Of which

enabling

Of which Use

of Proceeds

Of which

enabling

Of which Use

of Proceeds

Of which

transitional

Of which

enabling

GAR - Covered assets in both numerator and denominator

1

Loans and advances, debt securities and equity instruments not HfT eligible for GAR

calculation

65.3%

9.8%

4.3%

0.0%

0.3%

2.4%

0.1%

-

67.6%

9.9%

4.3%

0.0%

0.3%

34.1%

2

Financial undertakings

19.1%

-

19.1%

-

4.3%

3

Credit institutions

19.9%

-

19.9%

-

2.8%

4

Loans and advances

16.4%

-

16.4%

-

1.5%

5

Debt securities, including Up

24.1%

-

24.1%

-

1.4%

6

Equity instruments

0.5%

-

0.5%

-

0.0%

7

Other financial corporations

17.5%

-

17.5%

-

1.5%

8

of which investment firms

21.7%

-

21.7%

-

1.1%

9

Loans and advances

100.0%

-

100.0%

-

0.2%

10

Debt securities, including Up

4.0%

-

4.0%

-

0.9%

11

Equity instruments

-

12

of which management companies

-

13

Loans and advances

-

14

Debt securities, including Up

-

15

Equity instruments

-

16

of which insurance undertakings

3.8%

-

3.8%

-

0.4%

17

Loans and advances

3.8%

-

3.8%

-

0.4%

18

Debt securities, including Up

-

19

Equity instruments

-

20

Non-financial undertakings

61.8%

34.4%

14.7%

0.1%

1.1%

8.4%

0.3%

-

70.1%

34.7%

14.7%

0.1%

1.1%

9.7%

21

Loans and advances

61.3%

34.9%

15.7%

0.1%

1.2%

8.9%

0.3%

-

70.2%

35.2%

15.7%

0.1%

1.2%

9.1%

22

Debt securities, including Up

63.4%

31.5%

-

1.0%

0.6%

0.3%

0.2%

-

63.7%

31.7%

-

1.0%

0.6%

0.5%

23

Equity instruments

99.5%

-

99.5%

-

0.1%

24

Households

75.6%

0.1%

-

75.6%

0.1%

-

19.0%

25

of which loans collateralised by residential immovable property

91.8%

0.2%

-

91.8%

0.2%

-

12.3%

26

of which building renovation loans

100.0%

-

100.0%

-

2.1%

27

of which motor vehicle loans

100.0%

-

100.0%

-

0.2%

28

Local governments financing

-

29

Housing financing

-

30

Other local government financing

-

31

Collateral obtained by taking possession: residential and commercial immovable

properties

100.0%

-

100.0%

-

1.1%

32

Total GAR assets

22.3%

3.4%

1.5%

0.0%

0.1%

0.8%

0.0%

-

23.1%

3.4%

1.5%

0.0%

0.1%

34.1%

Board of Directors’ Report

for the year ended 31 December 2023

209

4. GAR KPI flow based on Turnover

2023

Climate Change Mitigation (CCM)

Climate Change Adaptation (CCA)

TOTAL (CCM + CCA)

% (compared to total covered assets in the denominator)

Proportion of total covered assets funding taxonomy relevant sectors

(Taxonomy-eligible)

Proportion of total covered assets funding taxonomy

relevant sectors (Taxonomy-eligible)

Proportion of total covered assets funding taxonomy relevant sectors

(Taxonomy-eligible)

Proportion

of total

assets

covered

Proportion of total covered assets funding taxonomy

relevant sectors (Taxonomy-aligned)

Proportion of total covered assets funding

taxonomy relevant sectors (Taxonomy-

aligned)

Proportion of total covered assets funding taxonomy

relevant sectors (Taxonomy-aligned)

Of which Use

of Proceeds

Of which

transitional

Of which

enabling

Of which Use

of Proceeds

Of which

enabling

Of which Use

of Proceeds

Of which

transitional

Of which

enabling

GAR - Covered assets in both numerator and denominator

1

Loans and advances, debt securities and equity instruments not HfT

eligible for GAR calculation

43.5%

10.2%

9.2%

0.0%

0.2%

1.4%

0.2%

-

45.0%

10.4%

9.2%

0.0%

0.2%

100.0%

2

Financial undertakings

29.0%

-

29.0%

-

15.4%

3

Credit institutions

23.6%

-

23.6%

-

4.9%

4

Loans and advances

31.0%

-

31.0%

-

0.4%

5

Debt securities, including UoP

23.0%

-

23.0%

-

4.5%

6

Equity instruments

-

7

Other financial corporations

31.5%

-

31.5%

-

10.5%

8

of which investment firms

31.5%

-

31.5%

-

10.5%

9

Loans and advances

100.0%

-

100.0%

-

3.0%

10

Debt securities, including UoP

3.9%

-

3.9%

-

7.5%

11

Equity instruments

-

12

of which

management companies

-

13

Loans and advances

-

14

Debt securities, including UoP

-

15

Equity instruments

-

16

of which insurance undertakings

-

17

Loans and advances

-

18

Debt securities, including UoP

-

19

Equity instruments

-

20

Non-financial undertakings

34.3%

16.8%

15.0%

0.0%

0.3%

2.5%

0.3%

-

36.8%

17.1%

15.0%

0.0%

0.3%

59.1%

21

Loans and advances

35.2%

17.2%

15.4%

0.0%

0.3%

1.2%

0.1%

-

36.3%

17.3%

15.4%

0.0%

0.3%

57.7%

22

Debt securities, including UoP

-

55.8%

8.1%

-

55.8%

8.1%

-

1.4%

23

Equity instruments

-

24

Households

73.1%

1.1%

-

73.1%

1.1%

-

25.0%

25

of which loans collateralised by residential immovable property

100.0%

1.9%

-

100.0%

1.9%

-

15.0%

26

of which building renovation loans

100.0%

-

100.0%

-

1.5%

27

of which motor vehicle loans

100.0%

-

100.0%

-

1.4%

28

Local governments financing

-

29

Housing financing

-

30

Other local government financing

-

31

Collateral obtained by taking possession: residential and commercial

immovable properties

100.0%

-

100.0%

-

0.5%

32

Total GAR assets

43.5%

10.2%

9.2%

0.0%

0.2%

1.4%

0.2%

-

45.0%

10.4%

9.2%

0.0%

0.2%

100.0%

Note: The GAR flow KPI is calculated based on the gross carrying amount of the total eligible covered assets.

Board of Directors’ Report

for the year ended 31 December 2023

210

4. GAR KPI flow based on CapEx

2023

Climate Change Mitigation (CCM)

Climate Change Adaptation (CCA)

TOTAL (CCM + CCA)

% (compared to total covered assets in the denominator)

Proportion of total covered assets funding taxonomy relevant sectors

(Taxonomy-eligible)

Proportion of total covered assets funding taxonomy

relevant sectors (Taxonomy-eligible)

Proportion of total covered assets funding taxonomy relevant sectors

(Taxonomy-eligible)

Proportion

of total

assets

covered

Proportion of total covered assets funding taxonomy

relevant sectors (Taxonomy-aligned)

Proportion of total covered assets funding

taxonomy relevant sectors (Taxonomy-

aligned)

Proportion of total covered assets funding taxonomy

relevant sectors (Taxonomy-aligned)

Of which Use

of Proceeds

Of which

transitional

Of which

enabling

Of which Use

of Proceeds

Of which

enabling

Of which Use

of Proceeds

Of which

transitional

Of which

enabling

GAR - Covered assets in both numerator and denominator

1

Loans and advances, debt securities and equity instruments not HfT eligible for GAR

calculation

64.9%

23.8%

9.2%

0.1%

0.6%

0.7%

0.1%

-

65.6%

23.9%

9.2%

0.1%

0.6%

100.0%

2

Financial undertakings

29.1%

-

29.1%

-

15.4%

3

Credit institutions

23.8%

-

23.8%

-

4.9%

4

Loans and advances

31.0%

-

31.0%

-

0.4%

5

Debt securities, including UoP

23.2%

-

23.2%

-

4.5%

6

Equity instruments

-

7

Other financial corporations

31.6%

-

31.6%

-

10.5%

8

of which investment firms

31.6%

-

31.6%

-

10.5%

9

Loans and advances

100.0%

-

100.0%

-

3.0%

10

Debt securities, including UoP

4.0%

-

4.0%

-

7.5%

11

Equity instruments

-

12

of which

management companies

-

13

Loans and advances

-

14

Debt securities, including UoP

-

15

Equity instruments

-

16

of which insurance undertakings

-

17

Loans and advances

-

18

Debt securities, including UoP

-

19

Equity instruments

-

20

Non-financial undertakings

70.5%

39.8%

15.0%

0.1%

1.0%

1.1%

0.2%

-

71.6%

40.0%

15.0%

0.1%

1.0%

59.1%

21

Loans and advances

70.9%

40.4%

15.4%

0.1%

1.0%

1.1%

0.2%

-

72.1%

40.6%

15.4%

0.1%

1.0%

57.7%

22

Debt securities, including UoP

52.8%

15.1%

-

2.4%

-

52.8%

15.1%

-

2.4%

-

1.4%

23

Equity instruments

-

24

Households

73.1%

1.1%

-

73.1%

1.1%

-

25.0%

25

of which loans collateralised by residential immovable property

100.0%

1.9%

-

100.0%

1.9%

-

15.0%

26

of which building renovation loans

100.0%

-

100.0%

-

1.5%

27

of which motor vehicle loans

100.0%

-

100.0%

-

1.4%

28

Local governments financing

-

29

Housing financing

-

30

Other local government financing

-

31

Collateral obtained by taking possession: residential and commercial immovable

properties

100.0%

-

100.0%

-

0.5%

32

Total GAR assets

64.9%

23.8%

9.2%

0.1%

0.6%

0.7%

0.1%

-

65.6%

23.9%

9.2%

0.1%

0.6%

100.0%

Note: The GAR flow KPI is calculated based on the gross carrying amount of the total eligible covered assets.

Board of Directors’ Report

for the year ended 31 December 2023

211

5. KPI off-balance sheet exposures (Turnover stock)

2023

Climate Change Mitigation (CCM)

Climate Change Adaptation (CCA)

TOTAL (CCM + CCA)

% (compared to total covered assets in the denominator)

Proportion of total covered assets funding taxonomy relevant sectors

(Taxonomy-eligible)

Proportion of total covered assets funding taxonomy

relevant sectors (Taxonomy-eligible)

Proportion of total covered assets funding taxonomy relevant sectors

(Taxonomy-eligible)

Proportion of total covered assets funding taxonomy

relevant sectors (Taxonomy-aligned)

Proportion of total covered assets funding

taxonomy relevant sectors (Taxonomy-

aligned)

Proportion of total covered assets funding taxonomy

relevant sectors (Taxonomy-aligned)

Of which Use

of Proceeds

Of which

transitional

Of which

enabling

Of which Use

of Proceeds

Of which

enabling

Of which Use

of Proceeds

Of which

transitional

Of which

enabling

1

Financial guarantees (FinGuar KPI)

27.8%

7.8%

-

0.0%

1.8%

2.1%

0.6%

-

29.9%

8.3%

-

0.0%

1.8%

2

Assets under management (AuM KPI)

13.9%

3.0%

0.0%

0.5%

2.4%

0.7%

0.0%

-

16.3%

3.6%

0.0%

0.5%

5. KPI off-balance sheet exposures (CapEx stock)

2023

Climate Change Mitigation (CCM)

Climate Change Adaptation (CCA)

TOTAL (CCM + CCA)

% (compared to total covered assets in the denominator)

Proportion of total covered assets funding taxonomy relevant sectors

(Taxonomy-eligible)

Proportion of total covered assets funding taxonomy

relevant sectors (Taxonomy-eligible)

Proportion of total covered assets funding taxonomy relevant sectors

(Taxonomy-eligible)

Proportion of total covered assets funding taxonomy

relevant sectors (Taxonomy-aligned)

Proportion of total covered assets funding

taxonomy relevant sectors (Taxonomy-

aligned)

Proportion of total covered assets funding taxonomy

relevant sectors (Taxonomy-aligned)

Of which Use

of Proceeds

Of which

transitional

Of which

enabling

Of which Use

of Proceeds

Of which

enabling

Of which Use

of Proceeds

Of which

transitional

Of which

enabling

1

Financial guarantees (FinGuar KPI)

50.5%

28.6%

-

2.2%

0.1%

1.0%

1.3%

-

51.6%

29.9%

-

2.2%

0.1%

2

Assets under management (AuM KPI)

24.9%

10.2%

0.0%

0.1%

0.0%

0.6%

0.0%

-

25.5%

10.8%

0.0%

0.1%

0.0%

Board of Directors’ Report

for the year ended 31 December 2023

212

5. KPI off-balance sheet exposures (Turnover flow)

2023

Climate Change Mitigation (CCM)

Climate Change Adaptation (CCA)

TOTAL (CCM + CCA)

% (compared to total covered assets in the denominator)

Proportion of total covered assets funding taxonomy relevant sectors

(Taxonomy-eligible)

Proportion of total covered assets funding taxonomy

relevant sectors (Taxonomy-eligible)

Proportion of total covered assets funding taxonomy relevant sectors

(Taxonomy-eligible)

Proportion of total covered assets funding taxonomy

relevant sectors (Taxonomy-aligned)

Proportion of total covered assets funding

taxonomy relevant sectors (Taxonomy-

aligned)

Proportion of total covered assets funding taxonomy

relevant sectors (Taxonomy-aligned)

Of which Use

of Proceeds

Of which

transitional

Of which

enabling

Of which Use

of Proceeds

Of which

enabling

Of which Use

of Proceeds

Of which

transitional

Of which

enabling

1

Financial guarantees (FinGuar KPI)

17.4%

6.2%

-

0.0%

1.7%

0.8%

0.1%

-

18.2%

6.3%

-

0.0%

1.7%

2

Assets under management (AuM KPI)

-

Note: AuM flow KPI has not been reported due to data availability.

5. KPI off-balance sheet exposures (CapEx flow)

2023

Climate Change Mitigation (CCM)

Climate Change Adaptation (CCA)

TOTAL (CCM + CCA)

% (compared to total covered assets in the denominator)

Proportion of total covered assets funding taxonomy relevant sectors

(Taxonomy-eligible)

Proportion of total covered assets funding taxonomy

relevant sectors (Taxonomy-eligible)

Proportion of total covered assets funding taxonomy relevant sectors

(Taxonomy-eligible)

Proportion of total covered assets funding taxonomy

relevant sectors (Taxonomy-aligned)

Proportion of total covered assets funding

taxonomy relevant sectors (Taxonomy-

aligned)

Proportion of total covered assets funding taxonomy

relevant sectors (Taxonomy-aligned)

Of which Use

of Proceeds

Of which

transitional

Of which

enabling

Of which Use

of Proceeds

Of which

enabling

Of which Use

of Proceeds

Of which

transitional

Of which

enabling

1

Financial guarantees (FinGuar KPI)

47.2%

21.9%

-

0.1%

2.2%

0.3%

0.5%

-

47.5%

22.3%

-

0.1%

2.2%

2

Assets under management (AuM KPI)

-

Note: AuM flow KPI has not been reported due to data availability.

Board of Directors’ Report

for the year ended 31 December 2023

213

Disclosures according to ANNEX XII Nuclear energy and Fossil gas related activities

6.1 Nuclear and Fossil Gas related activities

Nuclear energy related activities

1

The undertaking carries out, funds or has exposures to research, development, demonstration and deployment of innovative electricity generation facilities that

produce energy from nuclear processes with minimal waste from the fuel cycle.

NO

2

The undertaking carries out, funds or has exposures to construction and safe operation of new nuclear installations to produce electricity or process heat,

including for the purposes of district heating or industrial processes such as hydrogen production, as well as their safety upgrades, using best available

technologies.

NO

3

The undertaking carries out, funds or has exposures to safe operation of existing nuclear installations that produce electricity or process heat, including for the

purposes of district heating or industrial processes such as hydrogen production from nuclear energy, as well as their safety upgrades.

NO

Fossil gas related activities

4

The undertaking carries out, funds or has exposures to construction or operation of electricity generation facilities that produce electricity using fossil gaseous

fuels.

YES

5

The undertaking carries out, funds or has exposures to construction, refurbishment, and operation of combined heat/cool and power generation facilities using

fossil gaseous fuels.

YES

6

The undertaking carries out, funds or has exposures to construction, refurbishment and operation of heat generation facilities that produce heat/cool using fossil

gaseous fuels.

NO

Board of Directors’ Report

for the year ended 31 December 2023

214

6.2 Nuclear and fossil gas related activities:

Taxonomy-aligned economic activities (denominator) - Turnover

CCM + CCA

CCM

CCA

Economic activities based on Turnover

Amount

%

Amount

%

Amount

%

1

Amount and proportion of

Taxonomy-aligned

economic activity referred to in Section 4.26 of Annexes I and II to

Delegated Regulation 2021/2139 in the

denominator

of the applicable KPI

-

2

Amount and proportion of

Taxonomy-aligned

economic activity referred to in Section 4.27 of Annexes I and II to

Delegated Regulation 2021/2139 in the

denominator

of the applicable KPI

-

3

Amount and proportion of

Taxonomy-aligned

economic activity referred to in Section 4.28 of Annexes I and II to

Delegated Regulation 2021/2139 in the

denominator

of the applicable KPI

-

4

Amount and proportion of

Taxonomy-aligned

economic activity referred to in Section 4.29 of Annexes I and II to

Delegated Regulation 2021/2139 in the

denominator

of the applicable KPI

5

0.0%

5

0.0%

-

5

Amount and proportion of

Taxonomy-aligned

economic activity referred to in Section 4.30 of Annexes I and II to

Delegated Regulation 2021/2139 in the

denominator

of the applicable KPI

0

0.0%

0

0.0%

-

6

Amount and proportion of

Taxonomy-aligned

economic activity referred to in Section 4.31 of Annexes I and II to

Delegated Regulation 2021/2139 in the

denominator

of the applicable KPI

-

7

Amount and proportion of other

Taxonomy-aligned

economic activities not referred to in rows 1 to 6 above in the

denominator

of the applicable KPI

857

1.7%

842

1.7%

16

0.0%

8

Total applicable KPI

862

1.8%

846

1.7%

16

0.0%

6.2 Nuclear and fossil gas related activities:

Taxonomy-aligned economic activities (denominator) - CapEx

CCM + CCA

CCM

CCA

Economic activities based on CapEx

Amount

%

Amount

%

Amount

%

1

Amount and proportion of

Taxonomy-aligned

economic activity referred to in Section 4.26 of Annexes I and II to

Delegated Regulation 2021/2139 in the

denominator

of the applicable KPI

-

2

Amount and proportion of

Taxonomy-aligned

economic activity referred to in Section 4.27 of Annexes I and II to

Delegated Regulation 2021/2139 in the

denominator

of the applicable KPI

-

3

Amount and proportion of

Taxonomy-aligned

economic activity referred to in Section 4.28 of Annexes I and II to

Delegated Regulation 2021/2139 in the

denominator

of the applicable KPI

-

4

Amount and proportion of

Taxonomy-aligned

economic activity referred to in Section 4.29 of Annexes I and II to

Delegated Regulation 2021/2139 in the

denominator

of the applicable KPI

31

0.1%

30

0.1%

1

0.0%

5

Amount and proportion of

Taxonomy-aligned

economic activity referred to in Section 4.30 of Annexes I and II to

Delegated Regulation 2021/2139 in the

denominator

of the applicable KPI

0

0.0%

0

0.0%

-

6

Amount and proportion of

Taxonomy-aligned

economic activity referred to in Section 4.31 of Annexes I and II to

Delegated Regulation 2021/2139 in the

denominator

of the applicable KPI

-

7

Amount and proportion of other

Taxonomy-aligned

economic activities not referred to in rows 1 to 6 above in the

denominator

of the applicable KPI

1,635

3.3%

1,622

3.3%

14

0.0%

8

Total applicable KPI

1,666

3.4%

1,651

3.4%

14

0.0%

Board of Directors’ Report

for the year ended 31 December 2023

215

6.3 Nuclear and fossil gas related activities:

Taxonomy-aligned economic activities (numerator) - Turnover

CCM + CCA

CCM

CCA

Economic activities based on Turnover

Amount

%

Amount

%

Amount

%

1

Amount and proportion of

Taxonomy-aligned

economic activity referred to in Section 4.26 of Annexes I and II to

Delegated Regulation 2021/2139 in the

numerator

of the applicable KPI

-

2

Amount and proportion of

Taxonomy-aligned

economic activity referred to in Section 4.27 of Annexes I and II to

Delegated Regulation 2021/2139 in the

numerator

of the applicable KPI

-

3

Amount and proportion of Taxonomy-aligned economic activity referred to in Section 4.28 of Annexes I and II to

Delegated Regulation 2021/2139 in the

numerator

of the applicable KPI

-

4

Amount and proportion of

Taxonomy-aligned

economic activity referred to in Section 4.29 of Annexes I and II to

Delegated Regulation 2021/2139 in the

numerator

of the applicable KPI

5

0.0%

5

0.0%

-

5

Amount and proportion of

Taxonomy-aligned

economic activity referred to in Section 4.30 of Annexes I and II to

Delegated Regulation 2021/2139 in the

numerator

of the applicable KPI

0

0.0%

0

0.0%

-

6

Amount and proportion of

Taxonomy-aligned

economic activity referred to in Section 4.31 of Annexes I and II to

Delegated Regulation 2021/2139 in the

numerator

of the applicable KPI

-

7

Amount and proportion of other

Taxonomy-aligned

economic activities not referred to in rows 1 to 6 above in the

numerator

of the applicable KPI

10,011

100.0%

9,558

95.4%

453

4.5%

8

Total applicable KPI

10,016

100.0%

9,563

95.5%

453

4.5%

6.3 Nuclear and fossil gas related activities:

Taxonomy-aligned economic activities (numerator) - CapEx

CCM + CCA

CCM

CCA

Economic activities based on CapEx

Amount

%

Amount

%

Amount

%

1

Amount and proportion of

Taxonomy-aligned

economic activity referred to in Section 4.26 of Annexes I and II to

Delegated Regulation 2021/2139 in the

numerator

of the applicable KPI

-

2

Amount and proportion of

Taxonomy-aligned

economic activity referred to in Section 4.27 of Annexes I and II to

Delegated Regulation 2021/2139 in the

numerator

of the applicable KPI

-

3

Amount and proportion of Taxonomy-aligned economic activity referred to in Section 4.28 of Annexes I and II to

Delegated Regulation 2021/2139 in the

numerator

of the applicable KPI

-

4

Amount and proportion of

Taxonomy-aligned

economic activity referred to in Section 4.29 of Annexes I and II to

Delegated Regulation 2021/2139 in the

numerator

of the applicable KPI

31

0.3%

30

0.3%

1

0.0%

5

Amount and proportion of

Taxonomy-aligned

economic activity referred to in Section 4.30 of Annexes I and II to

Delegated Regulation 2021/2139 in the

numerator

of the applicable KPI

0

0.0%

0

0.0%

-

6

Amount and proportion of

Taxonomy-aligned

economic activity referred to in Section 4.31 of Annexes I and II to

Delegated Regulation 2021/2139 in the

numerator

of the applicable KPI

-

7

Amount and proportion of other

Taxonomy-aligned

economic activities not referred to in rows 1 to 6 above in the

numerator

of the applicable KPI

11,315

99.7%

10,918

96.2%

397

3.5%

8

Total applicable KPI

11,345

100.0%

10,947

96.5%

398

3.5%

Board of Directors’ Report

for the year ended 31 December 2023

216

6.4 Nuclear and fossil gas related activities:

Taxonomy-eligible but not taxonomy-aligned economic activities - Turnover

CCM + CCA

CCM

CCA

Economic activities based on Turnover

Amount

%

Amount

%

Amount

%

1

Amount and proportion of

Taxonomy-eligible but not Taxonomy-aligned

economic activity referred to in Section

4.26 of Annexes I and II to Delegated Regulation 2021/2139 in the

denominator

of the applicable KPI

-

2

Amount and proportion of

Taxonomy-eligible but not Taxonomy-aligned

economic activity referred to in Section

4.27 of Annexes I and II to Delegated Regulation 2021/2139 in the

denominator

of the applicable KPI

-

3

Amount and proportion of

Taxonomy-eligible but not Taxonomy-aligned

economic activity referred to in Section

4.28 of Annexes I and II to Delegated Regulation 2021/2139 in the

denominator

of the applicable KPI

-

4

Amount and proportion of

Taxonomy-eligible but not Taxonomy-aligned

economic activity referred to in Section

4.29 of Annexes I and II to Delegated Regulation 2021/2139 in the

denominator

of the applicable KPI

109

0.2%

104

0.2%

5

0.0%

5

Amount and proportion of

Taxonomy-eligible but not Taxonomy-aligned

economic activity referred to in Section

4.30 of Annexes I and II to Delegated Regulation 2021/2139 in the

denominator

of the applicable KPI

0

0.0%

0

0.0%

-

6

Amount and proportion of

Taxonomy-eligible but not Taxonomy-aligned

economic activity referred to in Section

4.31 of Annexes I and II to Delegated Regulation 2021/2139 in the

denominator

of the applicable KPI

-

7

Amount and proportion of other

Taxonomy-eligible but not Taxonomy-aligned

economic activities not referred to

in rows 1 to 6 above in the

denominator

of the applicable KPI

9,045

18.4%

8,613

17.5%

432

0.9%

8

Total amount and proportion of

Taxonomy-eligible but not Taxonomy-aligned

economic activities in the

denominator

of the applicable KPI

9,154

18.6%

8,717

17.7%

437

0.9%

6.4 Nuclear and fossil gas related activities:

Taxonomy-eligible but not taxonomy-aligned economic activities – CapEx

CCM + CCA

CCM

CCA

Economic activities based on CapEx

Amount

%

Amount

%

Amount

%

1

Amount and proportion of

Taxonomy-eligible but not Taxonomy-aligned

economic activity referred to in Section

4.26 of Annexes I and II to Delegated Regulation 2021/2139 in the

denominator

of the applicable KPI

-

2

Amount and proportion of

Taxonomy-eligible but not Taxonomy-aligned

economic activity referred to in Section

4.27 of Annexes I and II to Delegated Regulation 2021/2139 in the

denominator

of the applicable KPI

-

3

Amount and proportion of

Taxonomy-eligible but not Taxonomy-aligned

economic activity referred to in Section

4.28 of Annexes I and II to Delegated Regulation 2021/2139 in the

denominator

of the applicable KPI

-

4

Amount and proportion of

Taxonomy-eligible but not Taxonomy-aligned

economic activity referred to in Section

4.29 of Annexes I and II to Delegated Regulation 2021/2139 in the

denominator

of the applicable KPI

281

0.6%

281

0.6%

1

0.0%

5

Amount and proportion of

Taxonomy-eligible but not Taxonomy-aligned

economic activity referred to in Section

4.30 of Annexes I and II to Delegated Regulation 2021/2139 in the

denominator

of the applicable KPI

0

0.0%

0

0.0%

-

6

Amount and proportion of

Taxonomy-eligible but not Taxonomy-aligned

economic activity referred to in Section

4.31 of Annexes I and II to Delegated Regulation 2021/2139 in the

denominator

of the applicable KPI

-

7

Amount and proportion of other

Taxonomy-eligible but not Taxonomy-aligned

economic activities not referred to

in rows 1 to 6 above in the

denominator

of the applicable KPI

9,398

19.1%

9,015

18.4%

383

0.8%

8

Total amount and proportion of

Taxonomy-eligible but not Taxonomy-aligned

economic activities in the

denominator

of the applicable KPI

9,680

19.7%

9,296

18.9%

384

0.8%

Board of Directors’ Report

for the year ended 31 December 2023

217

6.5 Nuclear and fossil gas related activities:

Taxonomy non-eligible economic activities – Turnover

Economic activities based on Turnover

Amount

%

1

Amount and proportion of economic activity referred to in row 1 of Template 1 that is

Taxonomy-non-eligible

in accordance with Section 4.26 of

Annexes I and II to Delegated Regulation 2021/2139 in the

denominator

of the applicable KPI

-

2

Amount and proportion of economic activity referred to in row 2 of Template 1 that is

Taxonomy-non-eligible

in accordance with Section 4.27 of

Annexes I and II to Delegated Regulation 2021/2139 in the

denominator

of the applicable KPI

-

3

Amount and proportion of economic activity referred to in row 3 of Template 1 that is

Taxonomy-non-eligible

in accordance with Section 4.28 of

Annexes I and II to Delegated Regulation 2021/2139 in the

denominator

of the applicable KPI

-

4

Amount and proportion of economic activity referred to in row 4 of Template 1 that is

Taxonomy-non-eligible

in accordance with Section 4.29 of

Annexes I and II to Delegated Regulation 2021/2139 in the

denominator

of the applicable KPI

-

5

Amount and proportion of economic activity referred to in row 5 of Template 1 that is

Taxonomy-non-eligible

in accordance with Section 4.30 of

Annexes I and II to Delegated Regulation 2021/2139 in the

denominator

of the applicable KPI

-

6

Amount and proportion of economic activity referred to in row 6 of Template 1 that is

Taxonomy-non-eligible

in accordance with Section 4.31 of

Annexes I and II to Delegated Regulation 2021/2139 in the

denominator

of the applicable KPI

-

7

Amount and proportion of other

Taxonomy-non-eligible

economic activities not referred to in rows 1 to 6 above in the

denominator

of the

applicable KPI

6,757

13.8%

8

Total amount and proportion of

Taxonomy-non-eligible

economic activities in the

denominator

of the applicable KPI

6,757

13.8%

6.5 Nuclear and fossil gas related activities:

Taxonomy non-eligible economic activities – CapEx

Economic activities based on CapEx

Amount

%

1

Amount and proportion of economic activity referred to in row 1 of Template 1 that is

Taxonomy-non-eligible

in accordance with Section 4.26 of

Annexes I and II to Delegated Regulation 2021/2139 in the

denominator

of the applicable KPI

-

2

Amount and proportion of economic activity referred to in row 2 of Template 1 that is

Taxonomy-non-eligible

in accordance with Section 4.27 of

Annexes I and II to Delegated Regulation 2021/2139 in the

denominator

of the applicable KPI

-

3

Amount and proportion of economic activity referred to in row 3 of Template 1 that is

Taxonomy-non-eligible

in accordance with Section 4.28 of

Annexes I and II to Delegated Regulation 2021/2139 in the

denominator

of the applicable KPI

-

4

Amount and proportion of economic activity referred to in row 4 of Template 1 that is

Taxonomy-non-eligible

in accordance with Section 4.29 of

Annexes I and II to Delegated Regulation 2021/2139 in the

denominator

of the applicable KPI

-

5

Amount and proportion of economic activity referred to in row 5 of Template 1 that is

Taxonomy-non-eligible

in accordance with Section 4.30 of

Annexes I and II to Delegated Regulation 2021/2139 in the

denominator

of the applicable KPI

-

6

Amount and proportion of economic activity referred to in row 6 of Template 1 that is

Taxonomy-non-eligible

in accordance with Section 4.31 of

Annexes I and II to Delegated Regulation 2021/2139 in the

denominator

of the applicable KPI

-

7

Amount and proportion of other

Taxonomy-non-eligible

economic activities not referred to in rows 1 to 6 above in the

denominator

of the

applicable KPI

5,427

11.0%

8

Total amount and proportion of

Taxonomy-non-eligible

economic activities in the

denominator

of the applicable KPI

5,427

11.0%

218

Supplementary Report

Supplementary Report

for the year ended 31 December 2023

219

Supplementary Report of

the Board of Directors

Supplementary Report

To the Annual General Meeting of Shareholders of National Bank of Greece pursuant to article 4 of Greek Law 3556/2007

A) Share capital structure

B)

Restrictions on transfers of the Bank’s shares

C)

Significant direct and indirect holdings as per

Greek Law 3556/2007

D) Shares with special control rights

Ε) Restrictions to voting rights

F) NBG Shareholders’ agreements

G) Rules regarding the appointment and

replacement of Board of Directors members and

amendments to Articles of Association

Η) Board of Directors’ authority for the issue of

new shares or the purchase of own shares

I) Significant agreements that come into effect,

are modified or terminated in the event of a

change in control following a public offering

J) Agreements with Board of Directors members

or staff of the Bank

Pursuant to article 4 of

Greek Law 3556/2007,

listed companies must

submit a Supplementary

Report to the Annual

General Meeting of

Shareholders providing

detailed information on

specific issues. This Board

of Directors’

supplementary report to

the Annual General

Meeting of Shareholders

contains all the required

additional information.

Supplementary Report

for the year ended 31 December 2023

220

A) Share capital structure

Following the resolution of the Bank’s Annual General Meeting of

26

July

2018,

the

Bank’s

share

capital

amounted

to

€2,744,145,459, divided into 914,715,153 common shares of a

nominal value of €3.00 each.

By resolution of the Bank’s Annual General Meeting of 30 July

2021, it was decided to reduce the Bank’s share capital by

€1,829,430,306 through reduction of the nominal value of each

common registered share from €3.00 to €1.00, for the purpose of

setting off equal cumulative accounting losses of previous years, in

the context of launching a Stock Options Program in accordance

with Article 113(4) of Greek Law 4548/2018, described in detail in

Section H below (“H. Board of Directors’ authority for the issue of

new shares or the purchase of own shares” – “Stock options”). As

a result, the Bank’s share capital stand at €914,715,153.00 divided

into 914,715,153 common shares of a nominal value of €1.00 each.

Following the above resolution and the receipt of the required

approvals by competent authorities, on 18 November 2021, the

Bank announced the aforementioned share capital decrease by

reduction of the nominal value of its share, determining 22

November 2021, as the date of change of the nominal value of the

Bank’s share to €1.00.

Further to the above, the Bank’s share capital on 31 December

2023

amounted

to

€914,715,153.00

and

is

divided

into

914,715,153 common shares of a nominal value of €1.00 each.

The Bank’s shares are listed for trading on the Athens Exchange

(“ATHEX”).

The rights of the shareholders of the Bank, arising from each share,

are proportional to the percentage of the share capital to which

they correspond. Each share carries the rights stipulated by law

and the Articles of Association. In particular, as of 31 December

2023 the following rights arise out of the 914,715,153 ordinary

shares (corresponding to an amount of €914,715,153 or 100% of

the Bank’s total share capital) of which 168,231,441 owned by

HFSF (corresponding to an amount of €168,231,441 or 18.39% of

the Bank’s total share capital), and 46,375,701 owned indirectly by

“The Capital Group Companies, Inc.” (corresponding to an amount

of €46,375,701 or 5.07% of the Bank’s total share capital):

•

The right to participate in and vote at the General Meeting of

Shareholders.

•

The right to a dividend from the Bank’s net profits for the year

ended, following deduction of the amounts specified in the

applicable legal framework, when a dividend distribution is

decided by the Bank. The General Meeting of the Shareholders

maintains the ultimate decision for capital distribution

(including the distribution of supplementary dividend), with

the exception of the ability for temporary dividend distribution

as per par. 1 and 2 of Article 162 of Law 4548/2018 which may

be decided upon the Board of Directors, as well as of the ability

for distribution of profits or voluntary reserves within the

current financial year as per par. 3 of Article 162, which may

be decided upon by the General Meeting of the Shareholders

or by the Board of Directors. Shareholders entitled to a

dividend are those whose names appear in the Register of the

Bank’s Shareholders on the date the dividend beneficiaries are

determined, and a dividend on each share owned by them is

paid within two (2) months of the date of the General Meeting

of

Shareholders

that

approved

the

Annual

Financial

Statements of the Group and the Bank, as incorporated in the

Annual Financial Report. The dividend payment method and

place are announced as prescribed by the applicable

framework. After the lapse of five years from the end of the

year in which the General Meeting approved the dividend, the

right to collect the dividend expires and the corresponding

amount is forfeited in favour of the Greek state. It is noted

that, in accordance with Article 149A par. 1 of Greek Law

4261/2014, as well as in accordance with Article 35 of the

Bank’s Articles of Association, by way of derogation from case

c of par. 2 of Article 160, as well as from par. 2 of Article 161

of Greek Law 4548/2018, the Bank is not subject to obligation

for minimum dividend distribution. Further, in accordance

with par. 2 of Article 149A of Greek Law 4261/2014, and Article

35 of the Bank’s Articles of Association, in case of dividend

distribution in kind, in implementation of par. 4 and 5 of Article

161 of Greek Law 4548/2018 and/or for distribution in kind for

additional Tier 1 capital instruments and Tier 2 capital

instruments, prior approval by the Bank of Greece is required.

•

Further to generally applicable restrictions on dividends

distribution pursuant to Greek Law 4548/2018 and Greek Law

4261/2014 as in force, in accordance with the Greek Law

3864/2010 (HFSF Law) and the RFA, as in force, the HFSF’s

Representative on the Board of Directors of the Bank can veto

any decision of the Board in connection with, among other

matters, the distribution of dividends, if the ratio of non-

performing loans to total loans, as calculated in accordance

with subsection g(ii) of paragraph 2 of Article 11 of

Commission Implementing Regulation (EU) 2021/451, exceeds

10%. Subject to the foregoing restrictions, under the Bank’s

Capital Distribution Policy, the targeted dividend payout ratio

(whether in cash or in kind) is set at up to 30% of the Bank’s

net profit for the year. The Board of Directors may, at any time,

modify the policy and the payout ratio depending on the

results of operations and future projects and plans of the

Group, among other factors. The payout ratio is subject to

annual re-assessment on the basis of facts and circumstances

prevailing at the date of re-assessment. In determining the

payout ratio, if any, the Bank considers, in addition to the

above operational, legal and regulatory restrictions, the limits

set in the Group’s ICAAP/Risk Appetite Framework regarding

capital

adequacy,

liquidity

adequacy

and

financial

performance indicators, ensuring a robust and efficient

management of its capital resources. Moreover, the Bank is

required to obtain all relevant supervisory approvals prior to

making any dividend distribution to its Shareholders. Starting

with the year ending 31 December 2023, the target payout

ratio (whether in cash or in kind) is between 20% and 30% of

the Bank’s net profit for the year. In any case, as stated above,

any final proposal shall be formulated and is subject to

approvals in accordance with the provisions of the Capital

Distribution Policy and the applicable legal and supervisory

framework.

•

The pre-emptive right to each share capital increase in cash

and issue of new shares.

•

The right to access the Bank’s Annual Financial Report which

incorporates: a) the Certifications of the Board of Directors, b)

Board of Directors’ Report, c) Supplementary Report, d)

Annual Report of the Audit Committee, e) Independent

Auditor’s Report, f) the Annual Financial Statements, including

the separate and consolidated financial statements, and the

notes thereto, g) the Annual Report for the distribution of

Supplementary Report

for the year ended 31 December 2023

221

capital of the financial year it concerns, via the Bank’s website

ten (10) days before the Annual General Meeting.

•

The General Meeting of Shareholders maintains all of its rights

during liquidation proceedings (pursuant to Article 37 of the

Bank’s Articles of Association).

Furthermore, in addition to the rights granted to the HFSF under

the provisions of general company law (Law 4548/2018 and any

other relevant provision), all common shares held by the HFSF

provide the HFSF representative to the Bank’s Board of Directors,

the following rights under the Greek Law 3864/2010, as in force,

which shall be exercised taking into account the business

autonomy of the Bank:

•

Veto power over any decision taken by the Board of Directors:

i.

Regarding the distribution of dividends and the benefits

and bonus (remuneration) policy concerning the Chair,

the Chief Executive Officer (CEO) as well as other

members of the Board of Directors, any person who

exercises general manager’s powers and their deputies,

for any credit institutions whose ratio of non-performing

loans to total loans, as calculated in accordance with

subsection g(ii), of paragraph 2 of Article 11 of

Commission Implementing Regulation (EU) 2021/451,

exceeds 10%; or

ii.

Related to decision to amend the Articles of Association,

including share capital increase or reduction or the

granting of relevant authorisation to the Board of

Directors of the credit institution, merger, division,

conversion, revival,

extension of the

duration or

dissolution of the company, disposal of assets, including

the sale of subsidiaries, or for any other matter that

requires an increased majority under

Greek Law

4548/2018, which might materially affect the HFSF’s

participation in the share capital of the credit institution.

•

The right to request an adjournment of any meeting of the

Bank’s Board of Directors for three (3) business days, until

instructions are given by the HFSF’s Chief Executive Officer.

Such right may be exercised by the end of the Board of

Directors’ meeting.

•

The right to request the convocation of the Bank’s Board of

Directors.

For the purpose of effective disposal of the Bank’ s shares or other

financial instruments that it holds, the HFSF has free access to the

Bank’s books and records with employees or with consultants of

its choice.

B) Restrictions on transfers of the Bank’s

shares

The Bank’s Articles of Association do not impose restrictions on the

transfer of the common shares of the Bank. The disposal of shares of

the Bank held by the HFSF is made pursuant to the provisions of HFSF

Law, article 8, as amended and in force, i.e., based on a divestment

strategy (a summary of which is available on the HFSF website:

https://hfsf.gr/wp-content/uploads/2023/01/Divestment-

Strategy-23_25-EN.pdf

) with a specific time horizon of definite and

full implementation, which is determined in accordance with

Article 8, and in principle does not extend beyond the HFSF’s

termination, i.e., 31 December 2025.

C) Significant direct and indirect holdings

as per Greek Law 3556/2007

Referring to the Shareholders of the Bank that own, directly or

indirectly, at least 5% of the total shares and voting rights of the

Bank as at 31 December 2023, it is noted that:

•

As of 17.11.2023 the HFSF holds 168,231,441 voting rights

deriving from an equal amount of common, registered, voting,

dematerialized shares, corresponding to 18.39% of the total

voting rights of the Bank, against 40.39% which it held prior to

17.11.2023.

•

On 17.11.2023 “The Capital Group Companies, Inc.” held

indirectly voting rights that correspond to an equal amount of

common, registered, voting, dematerialized shares, above the

5% threshold of the total voting rights of the Bank and

specifically

held

indirectly

46,275,763

voting

rights

corresponding to 5.06% of the total voting rights of the Bank.

•

On 31 December 2023, “The Capital Group Companies, Inc.”

held indirectly 46,375,701 voting rights corresponding to an

amount of €46,375,701 or 5.07% of the Bank’s total share

capital.

It is noted that “The Capital Group Companies, Inc.” (“CGC”) is the

parent company of Capital Research and Management Company

(“CRMC”) and Capital Bank & Trust Company (“CB&T”). CRMC is a

U.S.-based investment management company that serves as

investment manager to the American Funds family of mutual

funds, other pooled investment vehicles, as well as individual and

institutional clients. CRMC and its investment manager affiliates

manage equity assets for various investment companies through

three

divisions,

Capital

Research

Global

Investors,

Capital

International Investors and Capital World Investors. CRMC is the

parent company of Capital Group International, Inc. (”CGII”),

which in turn is the parent company of six investment

management companies (”CGII management companies”): Capital

International,

Inc.,

Capital

International

Limited,

Capital

International Sàrl, Capital International K.K., Capital Group Private

Client Services Inc, and Capital Group Investment Management

Private Limited. CGII management companies primarily serve as

investment managers to institutional and high net worth clients.

CB&T is a registered investment adviser and an affiliated federally

chartered bank.

Neither CGC nor any of its affiliates own shares of the Bank for its

own account. Rather, the abovementioned shares are owned by

accounts under the discretionary investment management of one

or more of the investment management companies described

above.

D) Shares with special control rights

There are no shares with special control rights with

the following exceptions.

According to the stipulations of article 10 par. 2 of Greek Law

3864/2010, as amended and in force, HFSF has since 11 June 2012

Supplementary Report

for the year ended 31 December 2023

222

a representative to the Bank’s Board of Directors, with the

abovementioned rights of Greek Law 3864/2010, as in force.

In particular, the objective of the HFSF according to Greek Law

3864/2010, as amended and in force, is (a) to contribute to the

maintenance of the stability of the Greek banking system, for the

sake of public interest and (b) the effective disposal of shares or

other financial instruments held by the HFSF in credit institutions,

which is based on a divestment strategy with a specific time

horizon of definite and full implementation, which is determined

in accordance with Article 8 of the HFSF Law, and in principle does

not extend beyond the HFSF’s termination, i.e., 31 December

2025.

In pursuing its objective, the HFSF should, among others, (i)

exercise its shareholding rights in compliance with the rules of

prudent management of its assets and in compliance with the

relevant European Union regulatory framework with respect to

State Aid and competition, (ii) ensure that the Bank operates on

market terms, and (iii) that in due time the Bank returns to private

ownership in an open and transparent manner.

For the purpose of accomplishing its objectives set out in Greek

Law 3864/2010 as in force at the time, the Bank and HFSF entered

into a Relationship Framework Agreement dated 10 July 2013 (the

initial Relationship Framework Agreement). Furthermore, in view

of the capital injected to the Bank, as a result of the

recapitalization, which was completed in December 2015, and in

order for the HFSF to fulfill its objectives under Greek Law

3864/2010, as in force at the time, to exercise its rights and

obligations and comply with the commitments undertaken

through the Financial Assistance Facility Agreement

45

(“FFA”) and

the Memorandum of Understanding

46

(“MoU”), the HFSF and the

Bank entered into the revised Relationship Framework Agreement

dated 3 December 2015, which amended the initial Relationship

Framework Agreement (“the RFA”).

As communicated by the DG Competition in June 2022, the Bank

exited the 2019 Revised Restructuring Plan and the restructuring

period ended. Given the completion of the 2019 Revised

Restructuring Plan and following the amendment in June 2022 of

the HFSF Law by virtue of Greek Law 4941/2022, the HFSF and the

Bank entered into a new Relationship Framework Agreement on

26 October 2023, which replaced the 2015 RFA (the “2023 RFA”),

in order to depict, among other things, the new limited rights of

the HFSF as provided for under the amended Article 10 of the HFSF

Law.

The 2023 RFA mainly provides for (a) a framework for cooperation

and exchange of information between the HFSF and the Bank, in

compliance with obligations under the EU Market Abuse

Regulation (596/2014), in relation to the HFSF’s obligation with

respect to the timely implementation of the divestment as

provided in its Divestment Strategy in accordance with the HFSF

Law, (b) the special rights of the HFSF Representative on the Bank’s

Board, reiterating the special rights provided in Article 10 of the

HFSF Law and also its rights as part of the Committees of the Bank’s

Board.

According to the provisions of the 2023 RFA, further to the

participation on the Board, the HFSF Representative shall be

appointed as a member of the Committees of the Bank’s Board of

45

The agreement signed on 19 August 2015 by and between the

European Stability Mechanism (“ESM”), the Hellenic Republic, the Bank of

Greece and the HFSF.

Directors, with similar procedural rights as to the adjournment and

convocation of Committee meetings to the ones available at Board

level.

The HFSF has the discretion to appoint an HFSF Observer with no

voting rights, in order to assist the HFSF Representative on the

Board and Committees of the Bank.

In exercising their rights, the HFSF, the HFSF Representative and

the HFSF Observer shall respect the Bank’s business autonomy and

independence in the decision making and act according to the

terms of all applicable law and the RFA, as in force.

According to the provisions of the RFA, in conjunction with the

provisions of Greek Law 3864/2010 as amended and in force, the

HFSF Representative in the Board of Directors has the following

rights (additionally to rights referred to in Section

“A) Share

capital structure”

above):

•

To request that the Board of Directors is convened within the

next seven (7) calendar days from the HFSF’s Representative

written request to the Chair of the Board of Directors. The

relevant request shall be addressed to the Chair of the Board

of Directors in writing and include the proposed items on the

agenda. If the Chair of the Board of Directors does not proceed

to the convocation of the Board of Directors within the above

deadline or does not include all the proposed items in the

invitation, then the HFSF Representative shall be entitled to

convoke the Board of Directors within five (5) calendar days as

of the expiry of the above seven (7) days period. Such

invitation shall be notified to all the members of the Board of

Directors and the HFSF Observer.

•

To request that the Board Committee is convened within the

next seven (7) calendar days from the HFSF Representative’s

written request to the Chair of the Committee. The relevant

request shall include the proposed items of the agenda. If the

Chair of the Committee does not proceed to the convocation

of the Committee within the above deadline or does not

include all the proposed items in the invitation, then the HFSF

Representative shall be entitled to convoke the Committee

within five (5) calendar days as of the expiry of the above seven

(7) days period. Such invitation shall be notified to all the

members of the Committee and to the HFSF Observer.

Ε) Restrictions to voting rights

There are no restrictions to voting rights attached to the Bank’s

ordinary shares.

Prior to the amendment of Greek Law 3864/2010 by means of

Greek Law 4941/2022, restrictions used to apply on ordinary

shares held by HFSF which were subject to the provisions of Article

7a par. 2 of Greek Law 3864/2010, as abovementioned.

In accordance with Greek Law 4941/2022, which amended Greek

Law 3864/2010, as of 16 July 2022, the HFSF, pursuant to Article

7a of Greek Law 3864/2010, as amended by Greek Law 4941/2022

46

Means the memorandum signed on 19 August 2015 between the ESM,

on behalf of the European Commission, the Hellenic Republic and the

Bank of Greece.

Supplementary Report

for the year ended 31 December 2023

223

and in force, fully exercises voting rights corresponding to the total

shares that it holds, i.e., to 168,231,441 shares.

F) NBG Shareholders’ agreements

The Bank is not aware of any agreements between its shareholders

resulting to restrictions in share transfers or in the exercise of

voting rights. The only restrictions in share transfers concern

shares held by the HFSF, as outlined in Section B above regarding

the framework on disposal of shares of the Bank held by the HFSF

(“

Restrictions on transfers of the Bank’s shares

”).

G) Rules regarding the appointment and

replacement of Board of Directors

members and amendments to Articles of

Association

The provisions of the Bank’s Articles of Association regarding the

appointment and replacement of members of the Board of

Directors, as well as for amendments to the Articles of Association

are in alignment with the regulatory framework (e.g. provisions of

Greek Law 4706/2020 and Greek Law 4548/2018), as in force.

Relevant provisions regarding the appointment and replacement

of Board of Directors members are included in:

•

the Hellenic Corporate Governance Code of the Hellenic

Corporate Governance Council, dated June 2021, adopted and

implemented by the Bank,

•

the Bank’s Corporate Governance Code,

•

the Charter of the Corporate Governance and Nominations

Committee,

•

the Board of Directors Suitability Assessment Policy and

Procedure and the Board of Directors Diversity Policy,

to which more detailed reference is made in Sections “

A.

Corporate Governance Code

” and “

B. Corporate Governance Key

Policies and Practices

” of the Corporate Governance Statement.

The last amendment of the Bank’s Articles of Association took

place in the Annual General Meeting of Shareholders of the 28

th

of

July 2022, where the number of Board members was increased by

one (1), with a total number of thirteen (13) Board members.

In the context of the recapitalization of the Greek banks and

specifically pursuant to the provisions of Greek Law 3864/2010, as

currently in force, a Representative to the Bank’s Board of

Directors is appointed by the HFSF with the rights provided by

Greek Law 3864/2010 as amended and in force, and the terms of

the new RFA, as each time in force (more details above under D

“Shares with special control rights”).

Η) Board of Directors’ authority for the

issue of new shares or the purchase of

own shares

Issue of new shares

Pursuant to the provisions of Greek Law 4548/2018 Article 24 par.

1, by General Meeting resolution, subject to the publication

requirements provided for under Greek Law 4548/2018 Articles 12

and 13, the Board of Directors can increase the Bank’s share capital

through the issue of new shares by resolution adopted on a two-

third-majority basis. In that case, pursuant to Article 5 of the

Bank’s Articles of Association, the Bank’s share capital may

increase up to three times the level of the capital in existence as at

the date the said powers are delegated to the Board of Directors

(extraordinary increase). The said authorization may be renewed

from the General Meeting, each time for a period of up to 5 years.

Stock options

In accordance with Greek Law 4548/2018 Article 113, pursuant to

a General Meeting resolution a Stock Options Program may be

launched for the Board members and staff of the Bank and its

affiliated companies in the form of options to acquire shares of the

Bank as per the terms of the resolution. The General Meeting

resolution determines how the programme will be exercised—

either through a share capital increase or through the use of own

shares purchased or to be purchased through a share buyback

programme; the maximum number of shares to be issued if the

beneficiaries’ stock options are exercised, the total nominal value

of which cannot by law exceed one-tenth (1/10) of the Bank’s

existing share capital; the purchase price of such shares or the

method of its calculation; the terms of allocation of the shares to

the beneficiaries; the beneficiaries or their categories, subject to

Article 35, paragraph 2 of Greek Law 4548/2018; the duration of

the programme and any other relevant term. Furthermore, the

General Meeting of Shareholders may authorise the Bank’s Board

to launch a relevant programme, in accordance with the provisions

of the legal and regulatory framework, as each time in force. The

authorisation of the General Meeting to the Board lasts five years

from the relevant approval of the General Meeting.

Τhe Annual General Meeting of the Bank’s shareholders held on

30 July 2021 approved the Bank’s share capital decrease by

reducing the nominal value of each common registered share of

the Bank from €3.00 to €1.00 (without any change in the total

number of common registered shares) in order to set off equal

cumulative accounting losses of previous years, in the context of

launching a Stock Options Program in accordance with Article

113(4) of Greek Law 4548/2018 (See also Section A “Share capital

structure” above). Furthermore, it decided to amend accordingly

Article 4 of the Bank’s Articles of Association and to grant relevant

authorizations. Further, the Annual General Meeting granted

authorization to the Bank’s Board of Directors to launch a five-year

stock options scheme “Stock Options = Scheme”) in the form of

options to acquire shares of the Bank pursuant to Article 113(4) of

Greek Law 4548/2018, addressed to Board members, Senior

Management executives and staff of the Bank and its affiliated

companies, in the context of Article 32 of Greek Law 4308/2014,

subject to the restrictions imposed by Article 10(3) of Greek Law

Supplementary Report

for the year ended 31 December 2023

224

3864/2010 (for as long as these restrictions remain in force) with

respect to the provision of any kind of additional benefit (bonus)

to Board members and Senior Management. To satisfy any stock

options exercised under the Stock Options Scheme, the Bank

would procced with a corresponding share capital increase and

issuance of new ordinary shares as per relevant Board resolutions.

The maximum total nominal value of ordinary shares that would

be available through the Stock Options Scheme is up to 1.5 % of

the paid-up share capital of the Bank, as it stands after the

execution of the Board’s decision to effect a share capital

decrease.

On 25 November 2021, the Bank’s Board of Directors approved the

Proposal on the Stock Options Scheme, to complement and

operationalize the existing provisions of the Group’s Variable

Remuneration Policy through the extension (issuance and award)

of stock options as long-term incentives, and the authorization of

the Group CEO to sign any and all respective documents required,

to amend the schemes’ operational terms.

However, the said Stock Options Scheme has not yet been activated.

Purchase of own shares

Articles 49 and 50 of Greek Law 4548/2018 prescribe provisions

for the acquisition of own shares, pursuant to a General Meeting

resolution. Further (i) pursuant to the restrictions imposed by

article 16C of Greek Law 3864/2010 as in force, during the period

of HFSF participation in the capital of the Bank, it is prohibited for

the Bank to purchase own shares without HFSF approval and (ii)

according to the particular regulatory provisions in force, including

Article 77 of the CRR, the Bank should obtain the prior permission

of the SSM in order to purchase its own shares.

The Bank’s Annual General Meeting (AGM) of 28 July 2023

approved a programme for the purchase of own shares in

accordance with Article 49 of Greek Law 4548/2018, as in force,

for a period of 24 months as from the day of the AGM (i.e. through

to 28/07/2025), and granted authorisations in that respect to the

Board of Directors (the “Stock Buyback Programme”). The

proposed maximum acquisition of own ordinary shares is up to

1.5% of the total outstanding ordinary shares, i.e. a maximum of

13,720,727 ordinary shares, to be acquired over a period of 24

months as from the day of the AGM (i.e. through to 28 July 2025).

The approved price range for the purchase of own ordinary shares

is €1.00 to €15.00 and the total cost of own share buybacks shall

not exceed €30,000,000. This resolution has also received the

approval of the SSM which has been granted dated 24 August 2023

and remains in force for a year, i.e. until 23 August 2024, according

to the particular regulatory provisions in force, including Article 77

of the CRR. It is noted that the programme was approved by the

AGM for a period of 24 months from the date of the AGM, i.e. until

28 July 2025, while, in case that the duration of the programme

extends past 23 August 2024, the programme shall be subject to a

renewal of the SSM’s approval. It is noted that any extension

beyond the original term of 24 months (which is the period

covered by the relevant AGM authorisation) shall be subject to

further consents and approvals (HFSF’s consent included to the

extent the HFSF Law is still applicable). Following the above

resolution of its AGM and pursuant to the resolution of its Board

dated 21 September 2023, the Bank announced to investors on 22

September 2023 that it intended to initiate implementing the

aforementioned programme for the purchase of own shares.

The own shares purchased in the context of the abovementioned

Stock Buyback Programme shall be offered as distribution in the

context of a Programme for the free distribution of shares (Stock

Awards) to Senior Management executives or/and staff of the Bank

or/and its affiliated companies established by the AGM of 28 July 2023.

Following its announcement of 22 September 2023 regarding its

intention to initiate the implementation of a share buy-back

program, on 19 December 2023 the Bank announced that in the

period from 11 December 2023 up to and including 18 December

2023 has purchased a total amount of 1,200,000 common shares

of the Bank (“own shares”) traded on the Athens Stock Exchange

at a weighted average price of €6.1775 per share and at a total cost

of €7,412,997.32. Following the above, on 19 December the Bank

held directly 1,200,000 of its own shares, which corresponded to

0.13% of its share capital.

On 22 December 2023, the Bank announced that 882,576 own,

common, registered shares of the Bank with voting rights (Common

Equity Tier 1 instruments) were distributed free of charge to the first

cycle of beneficiaries of the Programme for the free distribution of

shares (Stock Awards). Following the above distribution, the Bank on

22 December 2023 held directly 317,424 of its own shares, which

corresponded to 0.035% of its share capital.

Moreover, on 11 January 2024, the Bank, announced that, in the

period from 3 January 2024 up to and including 10 January 2024 it

has purchased a total amount of 1,102,506 of own shares” traded

on the Athens Stock Exchange at a weighted average price of

€6.5038 per share and at a total cost of €7,170,480.87. Following

the above transactions, the Bank on 11 January 2024 held directly

1,419,930 of its own shares, which corresponded to 0.16% of its

share capital.

During 2023, National Securities S.A. (the Bank’s subsidiary which

conducts treasury shares transactions for its brokerage business)

acquired 3,062,601 and disposed 2,699,378 of the Bank’s shares at

the amount of €17 million and €15 million, respectively. On 31

December 2023, the Bank and NBG Securities S.A. hold 317,424

and 45,799 own shares, respectively.

I) Significant agreements that come into

effect, are modified or terminated in the

event of a change in control following a

public offering

There are no significant agreements that shall come into effect, be

modified or terminated in the event of a change in control of the

Bank following a public offering.

J) Agreements with Board of Directors

members or its staff providing for

compensation in the event of resignation

or dismissal without good reason or

termination of their term of office or

employment due to a public offering

In the case of the Chair and executive members of the Board of

Directors and Senior Managers (General Managers and Assistant

General Managers) the Bank reserves the right for groundless

termination of their employment contracts by paying specific

Supplementary Report

for the year ended 31 December 2023

225

levels of compensation, as specified in the contract. Especially as

to Executive directors and Senior Managers, (General Managers

and Assistant General Managers), the compensation is determined

in accordance with the NBG Directors’ and Senior Managers’

Remuneration Policy, as approved by the Annual General Meeting

of Shareholders on 28 July 2023.

There are no agreements between the Bank’s members of the

Board of Directors, its Senior Managers (General Managers and

Assistant General Managers) or its staff which provide for their

compensation in the event of resignation or dismissal without

good reason or termination of their term of office or employment

as a result of a public tender offering.

Athens, 11 March 2024

THE CHAIRMAN OF THE BOARD OF DIRECTORS

THE CHIEF EXECUTIVE OFFICER

GIKAS A. HARDOUVELIS

PAVLOS K. MYLONAS

Audit Committee Report

for the year ended 31 December 2023

226

Audit Committee Report

to the Shareholders on its

activities during 2023

Chair of the Audit Committee

"Dear Shareholders

In my capacity as the Audit Committee Chair of NBG, I am pleased

to submit to you on behalf of the Audit Committee (the

“Committee”) the Audit Committee Report (the Report) on its

activities during 2023 pursuant to the applicable legal and

regulatory framework, and especially article 44 of Greek Law

4449/2017, as currently in force.

During 2023, the Audit Committee worked systematically to

achieve its purpose of assisting the Board of Directors in fulfilling

its oversight responsibility relating to a) the Integrity of the

Financial Reporting Process, b) the Independence, Objectivity and

Effectiveness of the Independent Auditor, c) the Effectiveness of the

Internal Control System and d) the Performance of the Internal

Audit Function, by also taking into consideration developments and

emerging areas of focus in the geopolitical and economic

environment, as well as regulatory developments in the areas of

financial reporting and disclosures; and their respective impact in

the Group’s and the Bank’s operation.

The Committee devoted a significant part of its time in interacting

and receiving updates from the Group Chief Financial Officer, the

Group Chief Audit Executive, the Group Chief Compliance Officer,

the Group Chief Control Officer, as well as the Independent

Auditors as regards the progress and results of the matters relating

to their area of responsibility. The Committee also assessed the

effectiveness, objectivity and independence of the Independent

Auditors and met with them to discuss any matters arising from

their audit. Furthermore, in the same context of fostering open

communication, the Committee also met with the Group Chief

Audit Executive during the year to discuss issues falling under his

competence.

The collaboration of the Committee with the Board of Directors is

efficient, effective and constructive, whereas the communication

with the Audit Committees of the subsidiaries is considered to be

satisfactory as well. The Committee performed its self-evaluation

for 2023, concluding that the Committee operates in an effective

manner and that it discharges its duties fully.

During 2023, the systematic communication with the subsidiaries’

Audit Committees continued and further enhanced in the basis of

the Audit Committee Communication Framework established in

2022.

Concluding, I would like to express my gratitude to all the members

of the Audit Committee for their valuable contribution and

significant commitment in achieving the Committee’s purpose and

goals as well as in facing the continuous challenges arising both in

the macroeconomic and the regulatory environment.

Further, I

would also like to extend my gratitude to the Executives of the

Bank, as well as the Independent Auditors who have provided the

Audit Committee with information of the highest quality, thus

enabling the Committee to have a clear view of the Group’s and

the Bank’s financials, the control system in place; and all matters

under the Committee’s supervision.”

Athens, 11 March 2024

Audit Committee Report

Matthieu Kiss

Audit Committee Chair

The Audit Committee (“the Committee”) is currently comprised of

the following members:

Chair

Matthieu Kiss

Vice-Chair

Claude Piret

Members

Avraam Gounaris

JP Rangaswami

Periklis Drougkas (HFSF representative)

The Committee was assisted in its work by its Secretary and its

external advisor.

The Committee met 19 times during 2023. In some instances, joint

meetings, or parts thereof, were held with other Board

Committees. The majority of the meetings were held by

teleconference. For the frequency of the convention and the main

responsibilities of the Audit Committee, please refer to the

“Corporate

Governance

Statement

–

Board

of

Director’s

Committees – Audit Committee”

of the Board of Director’s Report.

Committee Governance

The Committee reported its activities to the Board of Directors

through quarterly reports which included its comments and

suggestions for the settlement of outstanding matters, covering

activities included in the Annual Work Plan. At the end of the year

the Committee reported to the Board of Directors an in-depth self-

appraisal of its activities and its compliance with its Annual Work

Plan.

Meetings were also attended by the Chair of the Board of

Directors, the Chief Audit Executive, as well as the Independent

Auditors. The CEO and other members of Management, were also

invited to attend meetings according to the items on the agenda

in order for the Committee to be updated on matters under its

jurisdiction, giving priority to the areas of Finance, Internal Audit,

Internal Control, Regulatory Compliance, and Management of

Risks falling under its competence.

Audit Committee Report

for the year ended 31 December 2023

227

The meetings of the Committee were conducted in a way which

ensured the regular and detailed updating of the Committee

members. The attendance and participation by its members in the

meetings are considered very satisfactory. Their participation was

active and contributed to a free expression of speech in a spirit of

constructive dialogue, while the discussion included constructive

challenging. The Committee followed the terms of its Charter

approved by the Board of Directors and satisfactorily completed

its Annual Work Plan for 2023.

The Chair had regular communication with Senior Management,

the Group Chief Audit Executive, the Group Chief Financial Officer,

the Group Chief Compliance Officer, the Group Chief Internal

Control Officer as well as the Independent Auditors to discuss

agenda planning and specific issues as they arose during the year

outside the formal Committee process. This helped to ensure that

matters which needed to be discussed at the Committee were

highlighted in time.

Throughout

the

year,

the

Committee,

through

its

Chair,

communicated with the Chairs of the Audit Committees of the

Bank’s subsidiaries so as to promote a common approach within

the Group in the tackling of the various matters under discussion.

The formally

established Framework for the Committee’s

communication/exchange

of

information

with

the

Audit

Committees of the subsidiaries was followed.

The collaboration of the Committee with the Board of Directors,

the Executives of the Bank and the Group, the Group Chief Audit

Executive, other members of Management as well as the

Independent Auditors is considered very satisfactory and did not

present any hindrance to the operation of the Committee. The

Committee was provided with all the details and information it

requested, as well as the means necessary to carry out its work.

The Committee Secretary, as well as its external advisor met

regularly with the Chair to ensure that the Committee fulfilled its

governance

responsibilities,

and

to

consider

input

from

stakeholders when finalizing meeting agendas, tracking progress

on actions and Committee priorities.

Compliance with regulatory requirements

The Board of Directors has confirmed that each member of the

Committee is independent, in accordance with the definition of

independence specified in the relevant framework, and the

Committee continues to have competence relevant to the sector

in which the Group operates. The Board has determined that the

Chair of the Committee meets the requirements of a “financial

expert” for the purpose of EU Regulation 537/2017 as transposed

into Greek Law 4449/2017. It also monitored the legal and

regulatory environment relevant to its responsibilities.

How the Committee discharged its responsibilities

Internal Control System

The Committee monitored the effectiveness of the Internal

Control System of the Group without impairing its independence.

In 2023, the Committee continued to devote significant time in

overseeing Management’s approach to enhancing the Internal

Control System with particular focus on the control environment

that supports financial, as well as regulatory reporting, to meet

evolving expectations of regulators and other stakeholders.

The Committee received regular updates and confirmations that

Management had taken, or was taking, the necessary actions to

remediate timely and appropriately any control deficiencies

identified by Operational Risk, Internal Control Function, Group

Internal Audit, as well as the Independent Auditors and the

Regulators. For further details on how the Board of Directors

reviewed the effectiveness of the key aspects of the Internal

Control System, please refer to “

Corporate Governance Statement

– E. Internal Control System and Risk Management”

of the Board

of Director’s Report.

Financial Reporting

The Committee is responsible for reviewing the Group’s financial

reporting during the year, including the Annual and Interim

Financial Statements, as well as quarterly press releases. As part of

discharging its responsibilities the Committee:

•

reviewed and approved the 2022 Annual Financial Statements,

as well as the 2023 Interim Financial Statements and made

positive recommendations to the Board of Directors for their

approval;

•

held meetings with the Group Finance Division regarding the

adequacy and the effectiveness of the procedures for the

preparation of the Group and Bank’s Annual and Interim

Financial Statements;

•

received monthly reviews from the Group Finance Division on

the Group’s and the Bank’s performance;

•

was updated regarding the implementation of new or

amended International Financial Reporting Standards (IFRS);

•

was updated on the implementation of the Bank’s new

Banking Accounting Engine;

•

was informed on the work performed by the Group Finance

Division;

•

assessed the adequacy of resources of the Group Finance

Division.

True & Fair, balanced and understandable

Following its review and challenge of the Annual and Interim

Financial Statements, including the disclosures, the Committee

reported to the Board of Directors that it considered that the

Annual and Interim Financial Statements, taken as a whole, were

reasonably true and fair, balanced and understandable. The

Annual and Interim Financial Reports provided the shareholders

with the necessary information to assess the Group’s and the

Bank’s financial position and performance, business model,

strategy and risks facing the business, including the necessary

disclosures regarding increasingly important ESG considerations.

More specifically, during 2023 the Committee reviewed the Group

and Bank Annual Financial Report for the year ended 31 December

2022, the Group and Bank Interim Financial Report for the period

ended 30 June 2023 and the Group Financial Statements for the

periods ended 31 March 2023; and 30 September 2023. This

enabled the Committee to give reasonable positive assurance to

the Board of Directors to assist them in making the statement

required in compliance with Greek Law 3556/2007.

Audit Committee Report

for the year ended 31 December 2023

228

Financial Statements

The accounting policies which were followed in the preparation of

the Annual and Interim Financial Statements for 2023 were

materially unchanged from those followed in the previous year. In

their entirety they are in conformity with the IFRSs as these have

been adopted by the European Union.

The preparation of financial statements in accordance with IFRSs

requires the use of estimates and judgements by Management

which affect not only the account balances of the assets and

liabilities but also the income and expenses recognized in the

financial statements of the Group and the Bank. The Group

Finance Division regularly updated the Committee on the critical

accounting judgments and estimates made by Management.

Management believes that the estimations made, and the

assumptions adopted, for the preparation of the financial

statements reflect adequately the events and conditions which

existed during 2023 and as at 31 December 2023.

During 2023, the Committee constructively challenged certain

critical judgements and estimates as set out in Note 3 Critical

Estimates and Judgements of the Annual Financial Statements as

well as staff related matters, the upgrade of the Bank’s IT

applications etc. The Committee also reviewed the significant and

unusual transactions that had a material effect on the Annual and

Interim Financial Statements and the relevant disclosures.

The Committee had a series of meetings with the Bank’s

Independent Auditors and was regularly updated regarding the

preparation and carrying out of their audit program for the audit

of the Group and Bank’s 2023 Annual Financial Statements, and

the review of the Interim Financial Statements for the six months

ended 30 June 2023; and nine months ended 30 September 2023

the progress of the audit/reviews and any significant audit and

accounting issues which they encountered.

The Bank’s Finance Division, Group Internal Audit and the

Independent Auditors, based on the work that they have carried

out, have confirmed to the Committee that they have not

encountered any outstanding matters which, up to the date of

their approval by the Board of Directors, would have had a

material effect on the 2023 Annual Financial Statements of the

Group and the Bank.

Going Concern

The Committee considered the current position of the Group and

the Bank, along with the emerging risks and carried out a robust

assessment of the Group’s and the Bank’s prospects before

making a recommendation to the Board of Directors on the

Group’s Going Concern Assessment, that the Group continues to

adopt the going concern basis in preparing the 2023 Annual

Financial Statements. See also Note 2

“Basis of preparation and

material accounting policies – Going Concern”

of the Annual

Financial Statements.

Group Internal Audit

Group Internal Audit is an independent and objective assurance

and consulting activity, designed to add value and to improve the

Group’s operational effectiveness, and to protect its assets and its

reputation.

Group

Internal

Audit

assists

the

Group

in

accomplishing its objectives by contributing to the regular,

systematic evaluation and improvement of the Group’s corporate

governance, risk management and Internal Control System.

Group Internal Audit is independent of the audited activities, and

is not involved in the design, selection, implementation or

operation of specific internal control measures. It performs its

assignments on its own initiative, in an unbiased manner, in all

areas and activities of the Group.

Group Internal Audit adheres to the Institute of Internal Auditors’

mandatory guidance. The Group Chief Audit Executive reports to

the Board of Directors through the Committee and regular

meetings are held between them.

The annual assessment of the Group’s Internal Control System in

accordance with Bank of Greece Governor’s Act 2577/2006 was

reported to the Committee which also issued its own evaluation of

the Report. Regular reporting provided by Group Internal Audit to

the Committee includes highlights of the Group Internal Audit

activity and the key issues identified as well as the progress of the

related remediation action plans. The risk-based Group Internal

Audit Annual Plan for 2023 and its revisions, on the basis of

emerging risks, were approved by the Committee. The Group

Internal Audit Annual Plan for 2023 included Group Internal

Audit’s budget for the year and its staff capacity plan.

Pursuant to its responsibilities, during 2023, the Committee

supervised the operation of Group Internal Audit, monitored its

completion of the approved Group Internal Audit Annual Plan,

including the follow up performed for the open internal audit

issues. It also received information on the implementation of key

new technologies by Group Internal Audit. Furthermore, the

Committee assessed Group Internal Audit based on specific

criteria and methodology which take into account, among others,

the Institute of Internal Auditors (IIA) guidelines as well as other

international best practices.

The Committee reviewed the revision of Group Internal Audit

Units’ charters and the Group Internal Audit organizational

structure.

The Committee also presented reports to the Board, summarizing

Group Internal Audit’s quarterly activity reports and the quarterly

reports relating to the developments regarding the reported

internal audit issues. The Committee reports that the procedure

for the mitigation and remediation of internal audit issues has

significantly improved, resulting in a drastic decrease of internal

audit issues with overdue remediation.

During the year, the Committee met with the Group Chief Audit

Executive without the presence of Executive Management to

discuss matters relating to the operations of Group Internal Audit

Function. The Committee also carried out its annual evaluation of

the performance of the Group Chief Audit Executive.

Group Compliance Function

In accordance with the Bank of Greece Governor’s Act 2577/2006,

the Committee evaluated the reports which the Group Compliance

Function presented to the Board of Directors for approval and

forwarding to the Bank of Greece, including the report for issues

relating to money laundering and terrorist financing.

The Committee was also updated on regulatory developments and

key interactions with the regulatory authorities, through the

receipt of respective reports by the Group Compliance Function.

Group Internal Control Function

Audit Committee Report

for the year ended 31 December 2023

229

The Committee is responsible for monitoring the work of the

Group Internal Control Function (“Group ICF”) through regular

meetings as provided by the Group ICF Charters. As part of

discharging its responsibility the Committee:

•

approved the Group ICF’s Annual Activity Plan for 2023;

•

received quarterly reports on the Progress and Results of the

approved Group Internal Control Function Activity Plan for

2023 - 2024 which included:

–

the progress of the Documentation for Very High priority

processes as included in the Group ICF Annual Activity

Plan 2023-2024, in accordance with the NBG Group

Internal Control Methodology for Control Identification

and Assessment;

–

the progress of remediation of any control deficiencies

in design, as well as the progress and results of the

additional activities included in the Group ICF Annual

Activity Plan for 2023.

Independent Auditors

The Committee has the prime responsibility for overseeing the

relationship with PwC, the Group’s Independent Auditors.

The Committee, following approval by the HFSF, recommended to

the Board of Directors, the re-appointment of PwC as the Group’s

Independent Auditors for 2023 in order for the Board to propose

them to the General Meeting of Shareholders.

For the 2023 Annual Financial Statements of the Group and the

Bank, PwC completed their audit, providing a robust challenge to

Management and sound independent advice to the Committee on

specific financial reporting estimates and judgements and the

control environment. The signing partner is Mr. Andreas Riris

(SOEL Reg. No 65601). The Committee reviewed the Independent

Auditors’ approach and strategy for their annual audit and

received regular updates, including observations on the control

environment. The Key Audit Matters discussed with PwC are set

out in the Independent Auditor’s Report.

Additionally, PwC performed their Tax Certificate Audit of the Bank

and its Greek subsidiaries in scope, for the year ended 31

December 2022, further to which, tax certificates for NBG, as well

as subsidiaries in scope were issued without any qualification or

matter of emphasis (“clean” opinions).

The Committee held meetings with the Independent Auditors

during the planning, execution and completion of the audit to

discuss accounting policies and practices, significant matters and

communication with the Management and also met the

Independent

Auditors

without

the

presence

of

Executive

Management to discuss all issues occurring during the audit.

External audit plan

The Committee reviewed the audit approach, including the

materiality, risk assessment and scope of the audit.

Effectiveness of the external audit process

The Committee assessed the effectiveness regarding the quality

and output of PwC as the Group’s Independent Auditor. PwC

highlighted the actions taken in response to this assessment,

including the development of audit quality indicators, which would

provide a balanced scorecard and transparent reporting to the

Audit Committee. The assessment focused on the following areas:

•

Quality of services and responsiveness:

The quality of the

audit services provided by the audit firm throughout 2023 was

in line with agreed performance standards in terms of

efficiency and auditor’s responsiveness required for the

preparation of the Group’s financial statements within the set

strict deadlines. Furthermore, the audit work performed and

the hours spent were sufficient for the size, complexity, and

risks of the Group.

•

Audit team skills, expertise and resource:

The audit firm has

the relevant industry expertise, geographical reach, sufficient

network resources, and appropriate specialists necessary to

continue to serve the Group. PwC has demonstrated the

availability of the necessary mix of expertise, skills and

knowledge of the specific business risks, processes, systems,

and operations of the Group and the Bank in order to address

the risks of any material misstatements. In this respect, any

complex accounting and auditing matters are addressed by

experts of the audit firm timely and efficiently.

•

Communication

and

interaction

with

the

Bank’s

Management:

The lead audit partners as well as the audit

engagement team maintained a professional and open

dialogue with the Bank’s management, explaining accounting

and auditing issues or concerns in an understandable manner,

and providing any additional feedback that was requested by

the Group. There were no significant differences in views

between Management and the Independent Auditor.

The

Committee

received

regular

updates

from

PwC

and

Management on the progress of the external audit plan and PwC

performance across the audit quality indicators.

The Committee monitored the policy on hiring employees or

former employees of the Independent Auditor, and there were no

breaches of the relevant Bank’s Policy during the year.

The Committee communicated to the Board of Directors the

external audit results and elaborated on the role of the external

audit and the Committee in relation to the integrity of the financial

reporting.

The Independent Auditors provided the Committee with their

special report on their audit of the 2023 Annual Financial

Statements as required by EU and Greek legislation.

Further, in the context of the divestment of part of HFSF’s stake in

NBG and the approval of the relevant Prospectus for the

placement of NBG Shares, the Independent Auditor also reviewed

the Interim Financial Statements for the nine-month period ended

30 September 2023.

Independence and objectivity

The Committee assessed any potential threats to independence

that were self-identified or reported by PwC. The Committee

considered PwC to be independent and PwC, in accordance with

professional

ethical

standards

and

applicable

rules

and

regulations, provided the Committee with written confirmation of

its independence for the duration of the audit of the financial year

2023.

The appointment of PwC was approved by the 2017 Annual

General Meeting of the NBG Shareholders held on 30 June 2017

Audit Committee Report

for the year ended 31 December 2023

230

that elected PwC for the first time to undertake the audit of the

2017 Group and Bank Annual Financial Statements and the review

of the Group and Bank Interim Financial Statements for the six-

month period ended 30 June 2017. The Annual General Meeting

of the NBG Shareholders held on 28 July 2023 re-elected PwC to

undertake the audit of the 2023 Annual Financial Statements and

the review of the Interim Financial Statements for the six-month

period ended 30 June 2023 of the Group and the Bank. According

to the Relationship Framework Agreement, as in force in 2023, the

Bank should replace the audit firm every five years. However, in

accordance with article 28 of Greek Law 4701/2020, allowing

extension of statutory audit services beyond the five-year period

for a period of up to 10 years, in accordance with article 17 of

Regulation (EU) 537/2014 for credit institutions which have

received

capital

support

by

HSFS,

following

the

positive

assessments and proposals of the Committee and subject to

subsequent relevant reasoned proposals of the Board to the

Annual General Meetings of Shareholders, the appointment of

PwC as Independent Auditors is possible for a total period of up to

10 years.

Non-audit services

The Committee is responsible for setting, reviewing and

monitoring the appropriateness of the provision of non-audit

services by the Independent Auditor. It also applies the Group’s

Policy regarding non-audit services being awarded to the

Independent Auditor. The non-audit services are carried out in

accordance with the Independent Auditor’s independence policy

to ensure that services do not create a conflict of interest. All non-

audit services are either approved by the Committee, or by the

Group Chief Financial Officer when acting within delegated limits

and criteria set by the Committee.

During the period, PwC did not provide any non-permissible non-

statutory audit services. The non-statutory audit services carried

out by PwC included engagements approved during the year.

Group Finance Division, as a delegate of the Committee,

considered that it was in the best interests of the Group to use PwC

for these services because they were:

•

audit-related engagements that were largely carried out by

members of the audit engagement team, with the work closely

related to the work performed in the audit;

•

engagements covered under other assurance services that

require obtaining appropriate audit evidence to express a

conclusion designed to enhance the degree of confidence of

the intended users other than the responsible party about the

subject matter information; or

•

other permitted services to advisory attestation reports on

internal controls of a service organization primarily prepared

for and used by third-party end users.

For fees paid to PwC, please refer to Note 45 of the Annual

Financial Statements.

Whistleblowing regarding financial reporting and auditing

matters

As set out in the “

Corporate Governance Statement – D. Board of

Directors and Other Management, Administrative and Other

Supervisory Bodies

” of the Board of Director Report, the

Compliance, Ethics and Culture Committee of the Bank’s Board of

Directors is responsible for the establishment and the continuous

monitoring of the implementation of these procedures, which

ensure confidentiality and secrecy of the reports or comments

received.

The Committee is informed by the Compliance, Ethics and Culture

Committee regarding any whistleblowing cases that relate to

financial reporting and auditing matters.

It is noted that during 2023 there were no cases of whistleblowing

encountered relating to financial reporting and/or auditing

matters.

Other Committee Activities

The Committee also approves any new or updated policies

prepared by the Group Compliance Division, the Group Finance

Division and the Group Legal Division on subjects under the

Committee’s jurisdiction.

The Committee was also updated on outstanding legal cases with

emphasis on cases, the outcome of which could impact the

financial statements.

Further, the Committee closely monitors the remediation of any

Single Supervisory Mechanism (SSM)/ Joint Supervisory Team (JST)

findings falling under its competence.

Finally, during the year the Chair of the Committee met with

representatives of the Single Supervisory Mechanism (SSM) in the

context of the relevant meeting that takes place annually.

Committee evaluation and effectiveness

Regarding the evaluation and the effectiveness of the Committee, see

section “

D. Board of Directors and other management, administrative

and supervisory Bodies - Evaluation of the Chief Executive Officer, the

Board of Directors and the Board Committees”.

The overall result was

positive, indicating that there is an effective Committee in place

discharging its duties fully.

NBG Group Sustainability Policy

In 2021, the Committee approved the NBG’s Group Sustainability

Policy (see “Non-Financial Statement - NBG Group Sustainability

Policy” of the Board of Director’s Report), which defines our

actions and contributes to the optimal management of the Group's

and the Bank’s economic, environmental, social and governance

impacts.

The NBG Group Sustainability Policy (“Sustainability Policy”)

adheres to the requirements of the applicable legislative and

regulatory framework, as well as international practices included

in international conventions and initiatives and aiming at

sustainable development, corporate social responsibility and

business ethics.

The purpose of Sustainability Policy is to set the framework for the

development of actions that assist in the management of

economic, social, governance and environmental impacts of the

Bank and its Group of Companies.

A key principle of the NBG Group's philosophy is to operate

effectively, in a timely and decisive manner, focusing on its long-

term sustainability and growth, ensuring sustainable development

through innovative ideas and breakthrough solutions, while

contributing to addressing the challenges of climate change for the

benefit of all Stakeholders who trust its brand and reputation.

Management

is

committed

to

continuing

NBG’s

social

contribution, demonstrating its respect for all stakeholders, and

Audit Committee Report

for the year ended 31 December 2023

231

understanding their features, expectations and needs, through

communication and interaction with them, to address the material

issues that they are concerned about.

To this end, we further strengthened our ESG governance at the

Board and management level:

•

The Board Innovation and Sustainability Committee (see

section “

Corporate Governance Statement - Board of Director’s

Committees - Innovation and Sustainability Committee

” of the

Board of Director’s Report) came into force in February 2022

to oversee the Group’s medium-to-long-term ESG and

innovation strategy.

•

ESG Management Committee (see “Corporate Governance

Statement - Management, administrative and supervisory

bodies of the Bank- Executive Committees - ESG Management

Committee” of the Board of Director’s Report), chaired by the

CEO, set the direction in terms of ESG strategy and targets, and

provided oversight for key business initiatives and risks related

to ESG.

•

Dedicated teams in the First and Second Line of Defence of the

Group with strengthened capacity and skills with respect to

ESG. The independent sector, Climate & Environmental

Strategy Sector, has been set up to define, coordinate and

monitor implementation of Climate and Environmental

Strategy across the front-line. Furthermore, a dedicated team

was established within the Group Strategic Risk Management

(“GSRM”) Division under the Group Chief Risk Officer (“CRO”)

to monitor and manage C&E factors across all risk types.

Moreover, within the fourth quarter of 2023, the Bank

proceeded to organizational changes to further improve the

governance of its ESG strategy. In this context, Group CSR &

Sustainable Development Division was split into two new

Divisions: the Group Corporate Social Responsibility & ESG

Reporting Division and the Data Privacy, Technology & ESG

Compliance Advisory Division.

For the Three Lines of Defence please refer to section “Corporate

Governance Statement - E. Internal Control System and Risk

Management”) of the Board of Director’s Report.

Lastly, in 2023, the Bank undertook important initiatives and

implemented projects with positive actual and potential impact

and further strengthened its ESG disclosures. The actions, taken in

the context of NBG’s ESG strategy pillars Environment (‘E’), Society

(‘S’) and Governance (‘G’), are described in section “Non-Financial

Statement” of the Board of Director’s Report, by impact per pillar.

For the environmental impact of financing activities and the

environmental impacts of internal operation and infrastructure,

please

see

subsection

“Our

ESG

disclosures-Environment-

Environmental impact and our approach”. For the Socioeconomic

Impact

see subsection “Our ESG disclosures

–

Society

-

Socioeconomic impact”.

Focus on future activities

At the beginning of each year, the Committee discusses its key

priorities for the year ahead. In 2024, the Committee will continue

to focus strongly on the successful execution of its approved

Annual Work Plan for 2024. Among the Committee’s key priorities

is the close monitoring of the critical estimates and judgements in

the context of the financial statements, the monitoring of

developments in the legal and regulatory framework related to

accounting and auditing matters, the update of relevant internal

policies and the oversight of the additional disclosures as part of

the Annual and Interim Financial Reports with a special focus on

ESG/Sustainability Reporting matters.

Independent Auditor’s Report

for the year ended 31 December 2023

232

Translation from the original text in Greek

Independent Auditor’s Report

To the Shareholders of “National Bank of Greece S.A.”

Report on the audit of the Group and Bank annual financial statements

Our opinion

We have audited the

accompanying financial statements of “National Bank of Greece S.A.” (Bank or/and Group)

which comprise the statement of financial position as of 31 December 2023, the statements of income,

comprehensive income, changes in equity and cash flow for the year then ended, and notes1 to the financial

statements, comprising material accounting policy information.

In our opinion, the financial statements present fairly, in all material respects the financial position of the Bank and the

Group as at 31 December 2023, their financial performance and their cash flows for the year then ended in accordance

with International Financial Reporting Standards, as adopted by the European Union and comply with the statutory

requirements of Law 4548/2018.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs), as they have been transposed

into Greek Law. Our responsibilities under those standards are further described in the

Auditor’s responsibilities for

the audit of the financial statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion..

Independence

During our audit we remained independent of the Bank and the Group in accordance with the International Ethics

Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code) that has been transposed

into Greek Law, and the ethical requirements of Law 4449/2017 and of Regulation (EU) No 537/2014, that are relevant

to the audit of the financial statements in Greece. We have fulfilled our other ethical responsibilities in accordance with

Law 4449/2017, Regulation (EU) No 537/2014 and the requirements of the IESBA Code.

1

Certain required disclosures have been presented elsewhere in the Board of Directors Report, rather than in the notes

to the financial statements. These disclosures are cross-referenced from the financial statements and are identified as

audited.

PricewaterhouseCoopers SA, GEMI: 001520401000, T: +30 210 6874400,

www.pwc.gr

Athens:

260 Kifissias Avenue & 270 Kifissias Avenue, 15232 Halandri | T:+30 210 6874400

Thessaloniki:

Agias Anastasias & Laertou, 55535 Pylaia

|

T: +30 2310 488880

Ioannina:

2 Plateia Pargis, 1st floor, 45332

|

T: +30 2651 313376

Patra:

2A 28is Oktovriou & Othonos Amalias 11, 26223

|

T: +30 2616 009208

Independent Auditor’s Report

for the year ended 31 December 2023

233

We declare that the non-audit services that we have provided to the Bank and its subsidiaries are in accordance with the

aforementioned provisions of the applicable law and regulation and that we have not provided non-audit services that

are prohibited under Article 5(1) of Regulation (EU) No 537/2014.

The non-audit services that we have provided to the Bank and its subsidiaries, for the year ended 31 December 2023,

are disclosed in note 45 to the financial statements.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the

financial statements of the year under audit. These matters were addressed in the context of our audit of the financial

statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matter

How our audit addressed the key audit matter

Expected credit loss allowances for loans and advances to customers under IFRS 9

The pre-provision balance of the loans and advances

to customers at amortized cost, excluding those held

for sale, amounted to €32.8bn for the Bank and

€34.9bn for the Group, with expected credit loss

(“ECL”) allowances of €1.0bn and €1.1bn respectively.

The measurement of ECL requires Management to

apply significant judgement and make estimates and

assumptions that involve significant uncertainty,

considering also the current uncertain macroeconomic

environment.

Due to the magnitude of ECL allowance and the extent

of management judgement that is required for the

impairment calculations, the aforementioned

calculation has been identified as an area of most

significance in the current year audit of the Bank and

Group financial statements.

The critical judgements and estimates on how the Bank

and Group manage and measure credit risk, and for

the allowance for impairment on loans and advances to

customers, are included in note 3.6 of the annual

financial statements.

These included:

o

The development by the Group’s Economic

Analysis Division of a number of future

macroeconomic scenarios and their relative

probabilities of occurrence, which are incorporated

into the Stage allocation process and the

calculation of expected credit loss allowances.

o

For lending exposures with signs of credit

impairment, that are assessed on an individual

basis, the significant judgements made for

determining whether these loans are impaired and

the estimation of their ECL, based on the expected

Our work included understanding of management’s

process and assessment of the design of governance

and controls over the determination of the allowance

for impairment on loans and advances to customers.

We understood the impairment estimation process due

to credit risk and assessed the design, implementation

and operation of key internal controls around: (i) the

determination of the macroeconomic scenarios used

and the probability weightings applied to them, (ii) the

model monitoring and validation, and (iii) the flow of

critical data from source systems to ECL models.

With the support of our internal specialists, when

needed, we performed the following procedures:

o

For the generation, selection and weighting applied

to economic scenarios, we: (i) assessed the

identification and use of appropriate external

economic data, (ii) assessed the methodology for

determining the economic scenarios used and the

probability weightings applied to them, and (iii)

assessed the risk of bias in the forecasts, as well

as the existence of contrary evidence.

o

Where impairment provisions were calculated on

a collective basis, we: (i) tested the completeness

and accuracy of data used in the impairment

models by agreeing details to the source systems,

(ii) assessed the design and implementation of the

models, including significant assumptions and the

quality of the observable data used to derive

model parameters, and (iii) assessed the

reasonableness of the impairment model

methodology applied by management and key

modelling judgements to determine the credit risk

parameters for the expected credit loss

calculation.

In addition, our procedures included, among others, the

following test of details:

Independent Auditor’s Report

for the year ended 31 December 2023

234

Key audit matter

How our audit addressed the key audit matter

future cash flows and collateral liquidations and the

timing of their recovery.

o

For the collectively assessed lending exposures,

for which ECL allowances are estimated on a

portfolio basis, the modelling methodologies used

for the determination of the probability of default

(PD), the exposure at default (EAD) and loss given

default (LGD) and the validation of their

performance.

o

Management’s applied overlays where they believe

that the estimated loss amounts are not

appropriate, either due to model limitations, or

when the emerging risks or the current conditions

are not captured.

o

Management’s estimates around the measurement

of loans classified as held for sale either due to

direct portfolio sales or loans securitizations.

o

For a sample of individually impaired loans, we re-

performed the impairment calculation and tested

key inputs including the expected cash flows to be

collected, expected timing of the collection,

discount rates used and the valuation of any

collateral held that was included in the expected

cash flows.

o

For the aforementioned sample we inspected

legal agreements and supporting documentation

to confirm the existence and legal right to the

collateral. We assessed the collateral valuation

techniques applied against Bank and Group policy

and valuation standards.

o

Assessed the appropriateness of management’s

overlays in light of recent economic events and

circumstances.

o

For the loans held for sale, both through outright

sales transactions and through securitisations, we

inspected the respective offers and/or agreements

and assessed management’s calculations for

determining their recoverable amount.

Based on the evidence obtained, we found that the

methodologies, impairment model assumptions,

management judgements, data used within the

allowance assessment and the respective financial

statements’ disclosures were appropriate and in line

with the requirements of IFRS 9.

Recoverability of Deferred Tax Assets (‘DTA’)

The Bank and Group, as disclosed in note 27 of the

annual financial statements, recognised DTA of €4.3bn

in relation to tax deductible temporary differences.

The recognition and measurement of DTA has been

identified as an area of significance as it requires

significant assumptions, estimates and high degree of

judgement by the management regarding the ability of

generating future taxable profits. For more information

regarding critical judgements and estimates please

refer to note 3.2 of the annual financial statements.

The Bank and the Group have recognised DTA for

deductible temporary differences to the extent it

considers this to be recoverable. These differences

relate to:

o

The losses resulted from Group's participation in

the Greek debt voluntary restructuring (“PSI+”)

and subsequent debt buyback program of 2012,

which are subject to a 30 year tax amortization,

starting from year 2012; and

We have assessed the reasonableness of the

assumptions used in drafting the business plan, that

was approved by the Bank’s and Group’s Board of

Directors taking into account the execution risks and

uncertainties stemming from the macroeconomic

environment in Greece. Specifically, we:

o

Compared these to our own expectations

derived from our knowledge of the industry and

our understanding obtained during our audit,

and

o

Performed a sensitivity analysis to determine

the effect of changes in the assumptions and

how estimation uncertainty may affect the

Bank’s and the Group’s projected profitability.

For the purpose of our recoverability assessment, we

have evaluated the appropriateness of the adjustments

applied to convert accounting profits into taxable ones

and have assessed management’s projections beyond

the business plan horizon. Furthermore, our

Independent Auditor’s Report

for the year ended 31 December 2023

235

Key audit matter

How our audit addressed the key audit matter

o

the loan impairment losses that can offset future

taxable gains according to current tax legislation.

The recoverability of the recognised DTA is dependent

on the Bank’s and the Group’s ability to generate future

taxable profits sufficient to cover the deductible

temporary differences when such differences crystallise

for tax purposes.

Management’s assessment regarding the ability of the

Bank and the Group to generate future taxable profits

requires the use of significant judgement and estimates

as indicated below:

o

The assumptions that underpin the business plan

of the Bank and the Group that may be impacted

by the risks and uncertainties stemming from the

macroeconomic environment in Greece;

o

the projections required to cover the time horizon

up to the legal expiration of the period within

which the DTA can be recovered; and

o

the adjustments required to derive the estimated

tax profits from the projected accounting profits to

infer the amount of DTA that will be recoverable in

future periods.

procedures also included assessing management’s

interpretations of current tax legislation with respect to

the accounting write-offs and the gradual amortisation

of the crystallised tax loss arising from nonperforming

loans’ disposals, and debt forgiveness

arrangements.

Based on the evidence obtained, we found

management’s assessment with respect to the

recoverability of the DTA to be reasonable.

We evaluated the adequacy of the financial statements’

disclosures, including disclosures of key assumptions

and judgements.

Based on the evidence obtained, we found that the

management’s assumptions, judgements, data within

the DTA recoverability assessment and the respective

financial statements’ disclosures were appropriate and

in line with the requirements of IAS 12.

IT systems

The Bank’s and Group’s financial

statements are highly

reliant on information generated, processed and

reported by the Bank’s and Group's Information

Technology (IT) systems and automated processes

and controls implemented in these systems.

The Bank and the Group

have implemented a

framework of governance and IT controls to address

risks related to

user access management, program

development and changes as well as IT operations that

support the continued proper operation of the IT

environment, including the continued effective

functioning of information processing controls and the

integrity of information relevant to financial reporting.

We considered this a significant area of focus for our

audit, due to the complexity, the high volume of

transactions and pervasiveness of IT systems on the

Bank’s and Group’s operations and financial reporting

processes as well as the phased rollout of the new

Core Banking System during the year.

We involved specialists to evaluate IT general controls

that support financially significant applications,

underlying infrastructure and IT dependencies relevant

to financial reporting. The IT General control areas

evaluated included access to programs and data, IT

operations, program development and changes as well

as consideration of cyber security risks.

With regards to the phased rollout of the new Core

Banking System, we tested, on a sample basis, specific

program development controls. Additionally, we

performed substantive procedures over the

completeness and the accuracy of data migration and

conversion process, as well as the appropriate general

ledger mapping and reporting.

We also performed testing, on a sample basis, of

supporting IT dependencies that were key to our audit

in order to assess the accuracy of certain system

calculations, the completeness and accuracy of system

generated reports and where applicable, further

supplemented by other substantive audit procedures.

Independent Auditor’s Report

for the year ended 31 December 2023

236

Other Information

The members of the Board of Directors are responsible for the Other Information. The Other Information, which is

included in the Annual Report in accordance with Law 3556/2007, is the Certification of the Board of Directors, the

Board of Directors’ Report,

the Supplementary Report of the Board of Directors, the Audit Committee Report,

Disclosures of Law 4261/2014 Art.81, Disclosures of Law 4261/2014 Art. 82 and Disclosures of article 6 of Law

4374/2016 (but does not include the financial statements and our

auditor’s report thereon), which we obtained prior to

the date of this auditor’s report.

Our opinion on the financial statements does not cover the Other Information and except to the extent otherwise

explicitly stated in this section of our Report, we do not express an audit opinion or other form of assurance thereon.

In connection with our audit of the financial statements, our responsibility is to read the Other Information identified

above and, in doing so, consider whether the Other Information is materially inconsistent with the financial statements

or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

We considered whether the Board of Directors Report includes the disclosures required by Law 4548/2018 and the

Corporate Governance Statement required by article 152 of Law 4548/2018 has been prepared.

Based on the work undertaken in the course of our audit, in our opinion:

●

The information given in the Board of Directors’ Report for the year ended at 31 December 2023 is consistent with

the financial statements,

●

The Board of Directors’ Report has been prepared in accordance with the legal requirements of articles 150, 151,

153 and 154 of Law 4548/2018,

●

The Corporate Governance Statement provides the information referred to items (c) and (d) of paragraph 1 of

article 152 of Law 4548/2018.

In addition, in light of the knowledge and understanding of the Bank and Group and their environment obtained in the

course of the audit, we are required to report if we have identified material misstatements in the Board of Directors

Report and Other Information that we obtained prior to the date of this auditor’s report. We have nothing to report in

this respect.

Responsibilities of Board of Directors and those charged with governance for the financial statements

The Board of Directors is responsible for the preparation and fair presentation of the financial statements in

accordance with International Financial Reporting Standards, as adopted by the European Union and comply with the

requirements of Law 4548/2018, and for such internal control as the Board of Directors determines is necessary to

enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Board of Directors is responsible for assessing the Bank’s and Group’s

ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going

concern basis of accounting unless the Board of Directors either intends to liquidate the Bank and Group or to cease

operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Bank’s and Group’s financial reporting process.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from

material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with

ISAs, as they have been transposed into Greek Law, will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could

reasonably be expected to influence the economic decisions of users taken on the basis of these financial

statements.

As part of an audit in accordance with ISAs that have been transposed into Greek Law, we exercise professional

judgment and maintain professional scepticism throughout the audit. We also:

Independent Auditor’s Report

for the year ended 31 December 2023

237

●

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error,

design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and

appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from

fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,

misrepresentations, or the override of internal control.

●

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are

appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the

Bank’s and Group’s internal contro

l.

●

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and

related disclosures made by the Board of Directors.

●

Conclude on the appropriateness of Board of Directors’ use of the going concern basis of accounting and, based

on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast

significant doubt on the Bank

’s and Group’s ability to continue as a going concern. If we conclude that a material

uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the

financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on

the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause

the Bank and Group to cease to continue as a going concern.

●

Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and

whether the financial statements represent the underlying transactions and events in a manner that achieves fair

presentation.

●

Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities

within the Group to express an opinion on the financial statements. We are responsible for the direction,

supervision and performance of the Bank and Group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing

of the audit and significant audit findings, including any significant deficiencies in internal control that we identify

during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical

requirements regarding independence, and to communicate with them all relationships and other matters that may

reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most

significance in the audit of the financial statements of the year under audit and are therefore the key audit matters.

We describe these matters

in our auditor’s report.

Report on other legal and regulatory requirements

1.

Additional Report to the Audit Committee

Our opinion on the accompanying financial statements is consistent with our, as per article 11 of

Regulation (EU) 537/2014 required, Additional Report to the Audit Committee of the Bank.

2.

Appointment

We were first appointed as auditors of the Bank by the decision of the annual general meeting of shareholders on 30

June 2017. Our appointment has been renewed annually by the decision of the annual general meeting of

shareholders

for a total uninterrupted period of appointment of 7 years.

3.

Operating Regulation

The Bank has an Operating Regulation in accordance with the content provided by the provisions of article 14 of

Law 4706/2020.

4.

Assurance Report on the European Single Electronic Format

We have examined the digital files of the Bank and the Group, which were compiled in accordance with the

European Single Electronic Format (ESEF) defined by the Commission Delegated Regulation (EU) 2019/815, as

Independent Auditor’s Report

for the year ended 31 December 2023

238

amended by Regulation (EU) 2020/1989 (hereinafter “ESEF Regulation”), and which include the financial

statements

of

the Bank and the Group for the year ended December 31, 2023, in XHTML format

5UMCZOEYKCVFAW8ZLO05-2023-12-31-el.html, as well as the provided XBRL file 5UMCZOEYKCVFAW8ZLO05-

2023-12-31-el.zip with the appropriate marking up, on the aforementioned financial statements, including the other

explanatory information (Notes to the financial statements).

Regulatory framework

The digital files of the European Single Electronic Format are compiled in accordance with ESEF Regulation and

2020 / C 379/01 Interpretative Communication of the European Commission of 10 November 2020, as provided by

Law 3556/2007 and the relevant announcements of the Hellenic Capital Market Commission and the Athens Stock

Exchange (hereinafter “ESEF Regulatory Framework”

).

In summary, this Framework includes the following requirements:

●

All annual financial reports should be prepared in XHTML format.

●

For consolidated financial statements in accordance with International Financial Reporting Standards, the financial

information stated in the Statement of Comprehensive Income, the Statement of Financial Position, the Statement

of Changes in Equity and the Statement of Cash Flows, as well as the financial information included in the other

explanatory information, should be marked-

up with XBRL 'tags' and ‘block tag’, according to the ESEF Taxonomy,

as in force. The technical specifications for ESEF, including the relevant classification, are set out in the ESEF

Regulatory Technical Standards.

The requirements set out in the current ESEF Regulatory Framework are suitable criteria for formulating a

reasonable assurance conclusion.

Responsibilities of the management and those charged with governance

The management is responsible for the preparation and submission of the financial statements of the Bank and the

Group, for the year ended December 31, 2023, in accordance with the requirements set by the ESEF Regulatory

Framework, as well as for those internal controls that management determines as necessary, to enable the

compilation of digital files free of material error due to either fraud or error.

Auditor’s responsibilities

Our responsibility is to plan and carry out this assurance work, in accordance with no. 214/4 / 11.02.2022 Decision of

the Board of Directors of the Hellenic Accounting and Auditing Standards Oversight Board (HAASOB) and the

"Guidelines in relation to the work and the assurance report of the Certified Public Accountants on the European

Single Electronic Format (ESEF) of issuers with securities listed on a regulated market in Greece" as issued by the

Board of Certified Auditors on 14/02/2022 (hereinafter "ESEF Guidelines"), providing reasonable assurance that the

financial statements of the Bank and the Group prepared by the management in accordance with ESEF comply in all

material respects with the current ESEF Regulatory Framework.

Our work was carried out in accordance with the Code of Ethics for Professional Accountants of the International

Ethics Standard Board for Accountants (IESBA Code), which has been transposed into Greek Law and in addition we

have fulfilled the ethical responsibilities of independence, according to Law 4449/2017 and the Regulation (EU)

537/2014.

The assurance work we conducted is limited to the procedures provided by the ESEF Guidelines and was carried

out in accordance with International Standard on Assurance Engagements 3000, “Assurance Engagements other

than Audits or Reviews of Historical Financial Information''.

Reasonable assurance is a high level of assurance, but

it is not a guarantee that this work will always detect a material misstatement regarding non-compliance with the

requirements of the ESEF Regulation.

Independent Auditor’s Report

for the year ended 31 December 2023

239

Conclusion

Based on the procedures performed and the evidence obtained, we conclude that the financial statements of the

Bank and the Group for the year ended December 31, 2023, in XHTML file format 5UMCZOEYKCVFAW8ZLO05-

2023-12-31-el.html, as well as the provided XBRL file 5UMCZOEYKCVFAW8ZLO05-2023-12-31-el.zip with the

appropriate marking up, on the aforementioned financial statements have been prepared, in all material respects, in

accordance with the requirements of the ESEF Regulatory Framework.

PricewaterhouseCoopers S.A.

260 Kifissias Avenue, Halandri 152 32

SOEL Reg. No. 113

Athens, 13 March 2024

The Certified Auditor

Andreas Riris

SOEL Reg. No. 65601

Group and Bank

Financial Statements

2023

Statement of Financial Position

as at 31 December 2023

The notes on pages 247 to 363 form an integral part of these Annual Financial Statements

241

Group

Bank

€ million

Note

31.12.2023

31.12.2022

31.12.2023

31.12.2022

ASSETS

Cash and balances with central banks

17

9,015

14,226

8,615

13,957

Due from banks

18

2,793

2,900

2,779

2,854

Financial assets at fair value through profit or loss

19

707

395

643

375

Derivative financial instruments

20

2,074

1,962

2,074

1,962

Loans and advances to customers

21

34,223

35,561

32,219

33,782

Investment securities

22

16,494

13,190

16,170

12,905

Investment property

23

60

71

1

2

Current tax asset

220

208

220

205

Deferred tax assets

27

4,346

4,705

4,335

4,692

Equity method investments

24

175

171

172

Investments in subsidiaries

43

-

779

759

Property and equipment

26

1,339

1,565

1,105

1,164

Software

25

524

431

516

424

Other assets

28

1,919

2,229

1,804

2,122

Non-current assets held for sale

29

695

495

638

441

Total assets

74,584

78,113

72,069

75,816

LIABILITIES

Due to banks

30

3,800

9,811

3,832

10,027

Derivative financial instruments

20

1,414

1,923

1,413

1,923

Due to customers

31

57,126

55,192

55,582

53,704

Debt securities in issue

32

2,323

1,731

2,323

1,731

Other borrowed funds

33

96

63

-

Current income tax liabilities

6

2

-

Deferred tax liabilities

27

15

16

-

Retirement benefit obligations

11

248

246

Other liabilities

34

1,876

2,627

1,702

2,302

Liabilities associated with non-current assets held for sale

29

28

25

-

Total liabilities

66,932

71,638

65,098

69,933

SHAREHOLDERS' EQUITY

Share capital

36

915

Treasury shares

36

(2)

-

(2)

-

Share premium

36

3,542

3,539

Reserves and retained earnings

38

3,171

1,995

2,519

1,429

Equity attributable to NBG shareholders

7,626

6,452

6,971

5,883

Non-controlling interests

39

26

23

-

Total equity

7,652

6,475

6,971

5,883

Total equity and liabilities

74,584

78,113

72,069

75,816

Statement of Financial Position

Athens, 11 March 2024

THE CHAIRMAN OF THE BOARD OF

DIRECTORS

THE CHIEF EXECUTIVE OFFICER

THE CHIEF FINANCIAL OFFICER

GIKAS A. HARDOUVELIS

PAVLOS K. MYLONAS

CHRISTOS D. CHRISTODOULOU

Income Statement

for the year ended 31 December 2023

The notes on pages 247 to 363 form an integral part of these Annual Financial Statements

242

Group

Bank

12-month period ended

€ million

Note

31.12.2023

31.12.2022

31.12.2023

31.12.2022

Continuing Operations

Interest and similar income

2,785

1,521

2,640

1,412

Interest expense and similar charges

(522)

(152)

(523)

(162)

Net interest income

6

2,263

1,369

2,117

1,250

Fee and commission income

462

464

407

414

Fee and commission expense

(80)

(117)

(64)

(103)

Net fee and commission income

7

382

347

343

311

Net trading income / (loss) and results from investment securities

8

14

346

11

339

Gains / (losses) arising from the derecognition of financial assets measured at

amortised cost

8

49

60

49

60

Net other income / (expense)

9

52

233

34

220

Total income

2,760

2,355

2,554

2,180

Personnel expenses

10

(485)

(475)

(448)

(439)

Administrative and other operating expenses

12

(255)

(208)

(227)

(178)

Depreciation and amortisation on investment property, property & equipment

and software

23, 25,

26

(188)

(172)

(155)

Credit provisions

13

(268)

(217)

(251)

(185)

Other impairment charges

13

(57)

(63)

(51)

(67)

Restructuring costs

14

(28)

(67)

(28)

(67)

Share of profit / (loss) of equity method investments

-

2

-

Profit before tax

1,479

1,155

1,377

1,089

Tax benefit / (expense)

15

(370)

(263)

(357)

(263)

Profit for the period from continuing operations

1,109

892

1,020

826

Discontinued Operations

Profit / (loss) for the period from discontinued operations

29

-

230

-

(13)

Profit for the period

1,109

1,122

1,020

813

Attributable to:

Non-controlling interests

3

2

-

NBG equity shareholders

1,106

1,120

1,020

813

Earnings per share (Euro) - Basic and diluted from continuing operations

16

€1.21

€0.97

€1.12

€0.90

Earnings per share (Euro) - Basic and diluted from continuing and

discontinued operations

16

€1.21

€1.22

€1.12

€0.89

Income Statement

Athens, 11 March 2024

THE CHAIRMAN OF THE BOARD OF

DIRECTORS

THE CHIEF EXECUTIVE OFFICER

THE CHIEF FINANCIAL OFFICER

GIKAS A. HARDOUVELIS

PAVLOS K. MYLONAS

CHRISTOS D. CHRISTODOULOU

Statement of Comprehensive Income

for the year ended 31 December 2023

The notes on pages 247 to 363 form an integral part of these Annual Financial Statements

243

Group

Bank

12-month period ended

€ million

Note

31.12.2023

31.12.2022

31.12.2023

31.12.2022

Profit for the period

1,109

1,122

1,020

813

Other comprehensive income / (expense):

Items that will be reclassified to the Income Statement:

Available-for-sale securities, net of tax

-

(246)

-

Investments in debt instruments measured at fair value through other

comprehensive income ("FVTOCI"), net of tax

78

(212)

77

(211)

Currency translation differences, net of tax

(21)

(125)

(8)

(13)

Cash flow hedge, net of tax

3

18

3

18

Net investment hedge, net of tax

-

110

-

Total of items that will be reclassified to the Income Statement

60

(455)

72

(206)

Items that will not be reclassified to the Income Statement:

Investments in equity instruments measured at FVTOCI, net of tax

6

(10)

5

(11)

Remeasurement of the net defined benefit liability / asset, net of tax

(12)

44

(13)

35

Total of items that will not be reclassified to the Income Statement

(6)

34

(8)

24

Other comprehensive income / (expense) for the period, net of tax

37

54

(421)

64

(182)

Total comprehensive income / (expense) for the period

1,163

701

1,084

631

Attributable to:

Non-controlling interests

3

2

-

NBG equity shareholders

1,160

699

1,084

631

Statement of Comprehensive Income

Athens, 11 March 2024

THE CHAIRMAN OF THE BOARD OF

DIRECTORS

THE CHIEF EXECUTIVE OFFICER

THE CHIEF FINANCIAL OFFICER

GIKAS A. HARDOUVELIS

PAVLOS K. MYLONAS

CHRISTOS D. CHRISTODOULOU

Statement of Changes in Equity - Group

for the year ended 31 December 2023

The notes on pages 247 to 363 form an integral part of these Annual Financial Statements

244

Attributable to equity holders of the parent company

€ million

Share capital

Share

premium

Treasury

shares

Securities at

FVTOCI reserve

Currency

translation

reserve

Net investment

hedge reserve

Cash flow hedge

reserve

Defined

benefit plans

Other

reserves

Retained

earnings

Total

Non-controlling

Interests

Total

Ordinary

shares

Ordinary

shares

Balance at 31 December 2021 and at 1 January

2022

915

13,866

-

195

69

(111)

(18)

(199)

6,189

(15,156)

5,750

22

5,772

Other Comprehensive Income/ (expense) for

the period

-

(457)

(125)

110

18

44

-

(9)

(419)

-

(419)

Gains/(losses) from equity instruments at

FVTOCI reclassified to retained earnings

-

(11)

-

11

-

Profit for the period

-

1,120

2

1,122

Total Comprehensive Income / (expense) for

the period (see Note 37)

-

(468)

(125)

110

18

44

-

1,122

701

2

703

Offsetting of losses with share premium and

reserves (see Note 36)

-

(10,324)

-

(5,014)

15,338

-

Acquisitions, disposals & share capital increases

of subsidiaries/associates

-

12

(11)

1

(1)

-

Balance at 31 December 2022 and at 1 January

2023

915

3,542

-

(273)

(56)

(1)

-

(155)

1,187

1,293

6,452

23

6,475

Other Comprehensive Income/ (expense) for

the period

-

90

(21)

-

3

(12)

-

11

71

-

71

Gains/(losses) from equity instruments at

FVTOCI reclassified to retained earnings

-

(6)

-

6

-

Profit for the period

-

1,106

3

1,109

Total Comprehensive Income / (expense) for

the period (see Note 37)

-

84

(21)

-

3

(12)

-

1,123

1,177

3

1,180

Acquisitions, disposals & share capital increases

of subsidiaries/equity method investments

-

3

(4)

(1)

-

(1)

(Purchases)/ disposals of treasury shares

-

(2)

-

(2)

-

(2)

Balance at 31 December 2023

915

3,542

(2)

(189)

(77)

(1)

3

(167)

1,190

2,412

7,626

26

7,652

Statement of Changes in Equity - Group

Statement of Changes in Equity - Bank

for the year ended 31 December 2023

The notes on pages 247 to 363 form an integral part of these Annual Financial Statements

245

€ million

Share capital

Share

premium

Tresaury

Shares

Securities at

FVTOCI reserve

Currency

translation

reserve

Cash flow hedge

reserve

Defined benefit

plans

Other

reserves

Retained

earnings

Total

Ordinary

shares

Ordinary

shares

Balance at 31 December 2021 and 1 January 2022

915

13,863

-

(59)

(51)

(18)

(189)

6,119

(15,339)

5,241

Other Comprehensive Income/ (expense) for the period

-

(211)

(13)

18

35

-

(171)

Gains/(losses) from equity instruments at FVTOCI reclassified to retained earnings

-

(11)

-

11

-

Profit for the period

-

813

Total Comprehensive Income / (expense) for the period (see Note 37 )

-

(222)

(13)

18

35

-

824

642

Offsetting of losses with share premium and reserves (see Note 36)

-

(10,324)

-

(5,014)

15,338

-

Balance at 31 December 2022 and 1 January 2023

915

3,539

-

(281)

(64)

-

(154)

1,105

823

5,883

Other Comprehensive Income/ (expense) for the period

-

88

(8)

3

(13)

-

70

Gains/(losses) from equity instruments at FVTOCI reclassified to retained earnings

-

(6)

-

6

-

Profit for the period

-

1,020

Total Comprehensive Income / (expense) for the period (see Note 37 )

-

82

(8)

3

(13)

-

1,026

1,090

(Purchases)/ disposals of treasury shares

-

(2)

-

(2)

Balance at 31 December 2023

915

3,539

(2)

(199)

(72)

3

(167)

1,105

1,849

6,971

Statement

of Changes in Equity - Bank

Statement of Cash Flows

for the year ended 31 December 2023

The notes on pages 247 to 363 form an integral part of these Annual Financial Statements

246

Group

Bank

12-month period ended

€ million

31.12.2023

31.12.2022

31.12.2023

31.12.2022

Cash flows from operating activities

Profit before tax

1,479

1,392

1,377

1,074

Adjustments for:

Non-cash items included in income statement and other adjustments:

429

341

394

494

Depreciation and amortisation on investment property, property & equipment and software (see Note

23, 25 & 26)

188

172

155

Amortisation of premiums /discounts of investment securities, debt securities in issue and other

borrowed funds

(12)

65

(22)

72

Credit provisions and other impairment charges

356

104

343

188

Provision for employee benefits

11

15

11

8

Share of (profit) / loss of equity method investments

-

(2)

-

Result from fair value and cash flow hedges

(3)

(1)

(3)

(1)

Dividend income from investment securities

(3)

Net (gain) / loss on disposal of property & equipment and investment property

(22)

(21)

-

Net (gain) / loss on disposal of subsidiaries

-

(30)

-

Net (gain) / loss on disposal of investment securities

(75)

27

(75)

24

Accrued interest from financing activities and results from repurchase of debt securities in issue

11

6

22

(2)

Accrued interest of investment securities

(42)

(6)

(42)

(7)

Valuation adjustment on instruments designated at fair value through profit or loss

(1)

4

(1)

4

Other non-cash operating items

21

11

(8)

56

Net (increase) / decrease in operating assets:

(1,496)

3,324

(1,248)

4,116

Mandatory reserve deposits with Central Bank

(67)

21

(10)

(13)

Due from banks

45

2,621

(25)

3,179

Financial assets at fair value through profit or loss

(288)

(72)

(276)

(68)

Derivative financial instruments

(141)

2,492

(141)

2,492

Loans and advances to customers

(1,332)

(2,180)

(1,097)

(2,043)

Other assets

287

442

301

569

Net increase / (decrease) in operating liabilities:

(5,081)

(3,148)

(5,263)

(3,649)

Due to banks

(6,010)

(4,950)

(6,196)

(4,873)

Due to customers

1,880

1,696

1,825

1,472

Derivative financial instruments

(530)

(661)

(530)

(661)

Retirement benefit obligations

(23)

(10)

(23)

3

Insurance related reserves and liabilities

-

329

-

Income taxes (paid) / received

(19)

21

1

54

Other liabilities

(379)

427

(340)

356

Net cash from / (for) operating activities

(4,669)

1,909

(4,740)

2,035

Cash flows from investing activities

Acquisition of subsidiaries, net of cash acquired

-

(2)

Participation in share capital (increase)/decrease of subsidiaries

-

(36)

(53)

Disposals of subsidiaries, net of cash disposed

-

214

3

623

(Acquisition) / disposal of equity method investments

1

(155)

1

(155)

Dividends received from investment securities & equity method investments

3

4

Purchase of investment property, property & equipment, software & other and intangible assets

(516)

(193)

(480)

(176)

Proceeds from disposal of property & equipment and investment property

57

51

9

10

Purchase of investment securities

(8,339)

(7,942)

(7,928)

(7,321)

Proceeds from redemption and sale of investment securities

5,556

6,940

5,241

5,908

Net cash (used in) / provided by investing activities

(3,238)

(1,082)

(3,187)

(1,162)

Cash flows from financing activities

Proceeds from debt securities in issue and other borrowed funds

540

907

522

883

Repayments of debt securities in issue, other borrowed funds and preferred securities

14

(62)

(3)

(22)

Principal elements of lease payments

(62)

(61)

(54)

(50)

Proceeds from disposal of treasury shares

15

-

Repurchase of treasury shares

(17)

(14)

(2)

-

Net cash from/ (for) financing activities

490

785

463

811

Effect of foreign exchange rate changes on cash and cash equivalents

(7)

(8)

(9)

-

Net increase / (decrease) in cash and cash equivalents

(7,424)

1,604

(7,473)

1,684

Cash and cash equivalents at beginning of period

17,212

15,608

16,997

15,313

Cash and cash equivalents at end of period (see Note 41)

9,788

17,212

9,524

16,997

Cash Flow Statement

Notes to the Financial Statements

Group and Bank

247

NOTE 1

General information

National Bank of Greece S.A. (hereinafter “NBG” or the “Bank”) was founded in 1841 and its shares have been listed on the Athens Exchange

since 1880. The Bank’s headquarters are located at 86 Eolou Street, 10559 Athens, Greece (Register number G.E.MH. 237901000), tel.

(+30) 210 334 1000, www.nbg.gr. By resolution of the Board of Directors, the Bank can establish branches, agencies and correspondence offices

in Greece and abroad. In its 183 years of operation, the Bank has expanded on its commercial banking business by entering into related business

areas. The Bank and its subsidiaries (hereinafter the “Group”) provide a wide range of financial services including mainly retail, corporate and

investment banking, non-performing exposures management, transactional banking, leasing, factoring, brokerage, asset management, real

estate management and insurance services. The Group operates mainly in Greece but also through its branch in Cyprus and its subsidiaries in

North Macedonia, Romania, Bulgaria, Cyprus, Luxembourg, Netherlands and U.K. Following the respective Bank’s decision in 2021, the Group

ceased its operation in Egypt, Malta and NBG London Branch; therefore, the NBG Egypt Branch, the NBG London Branch and the subsidiaries

NBG Malta Ltd (formerly known as NBG Bank Malta Ltd) and NBG Malta Holdings Ltd are currently under liquidation.

The Board of Directors (“BoD”) consists of the following members:

The Non-Executive Chairman of the Board of Directors

Gikas Hardouvelis

Executive members

Pavlos Mylonas

Christina Theofilidi

Independent Non-Executive Members

Avraam Gounaris - Senior Independent Director

Anne Clementine Marcelle Marion-Bouchacourt

Claude Edgard Louis Ghislain Piret

Wietze Reehoorn

Matthieu Joseph Kiss

Elena Ana Cernat

Aikaterini Beritsi

Jayaprakasa (JP) Rangaswami

Athanasios

Zarkalis

Non-Executive Representative of the Hellenic Financial Stability Fund (Greek Law 3864/2010)

Periklis Drougkas

Board and Board Committees’ Secretary

Panos Dasmanoglou

The Board of Directors Μembers are elected by the Bank’s General Meeting of Shareholders for a maximum term of three years and may be re-

elected. The term of the above Members expires at the Annual General Meeting of the Bank’s Shareholders in 2024.

The Annual Financial Statements are subject to approval by the Bank’s Annual Shareholder’s Meeting.

These Annual Financial Statements have been approved for issue by the Bank’s Board of Directors on 11 March 2024.

Notes to the Financial Statements

Group and Bank

248

NOTE 2

Basis of preparation and material accounting policies

2.1

Basis of preparation

The consolidated Financial Statements of the Group and the separate Financial Statements of the Bank as at and for the year ended 31 December

2023 (the “Annual Financial Statements”) have been prepared in accordance with International Financial Reporting Standards (“IFRSs”) as

endorsed by the European Union (the “EU”).

The Annual Financial Statements have been prepared under the historical cost basis except for the financial assets measured at fair value

through other comprehensive income andfinancial assets and financial liabilities (including derivative instruments) measured at fair-value-

through-profit-or-loss. The carrying values of recognised assets and liabilities that are hedged items in fair value hedges, and otherwise carried

at amortised cost, are adjusted to record changes in fair value attributable to the risks that are being hedged. In accordance with the transitional

provisions provided by IFRS 9, the Group and the Bank have elected to continue accounting for hedging transactions under IAS 39 as adopted

by the EU, including the provisions related to macro-fair value hedge accounting (IAS 39 “carve-out”). Certain provisions of IAS 39 on hedge

accounting have been excluded (see Note 2.7.6 “Portfolio Hedges (Macro Hedge)”).

The accounting policies for the preparation of the Annual Financial Statements have been consistently applied to the years 2023 and 2022, after

considering the amendments in IFRSs as described in Section 2.3 “New and Amended Standards and Interpretations”. Where necessary,

comparative figures have been adjusted to conform to changes in presentation in the current year.

The preparation of the Annual Financial Statements in conformity with IFRSs requires the use of estimates and assumptions that affect the

reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the reporting date and the reported amounts of

revenues and expenses during the reporting period. Use of available information and application of judgment are inherent in the formation of

estimates in the following areas: impairment of loans-and-receivables, valuation of financial instruments not quoted in active markets, including

OTC derivatives and certain debt securities, impairment of investment securities, impairment assessment of intangible assets, assessment of

the recoverability of deferred tax assets (“DTA”), estimation of retirement benefits obligation, liabilities from unaudited tax years and

contingencies from litigation. Although these estimates are based on management’s best knowledge of current events and actions, actual results

ultimately may differ from those estimates.

The Annual Financial Statements have been prepared on the basis that the Group will continue to operate as a going concern (see Note 2.2

“Going Concern”).

The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the Annual Financial

Statements are disclosed in Note 3 “Critical judgments and estimates”.

The Group’s presentation currency is the Euro (€) being the functional currency of the parent company. Except as indicated, financial information

presented in Euro has been rounded to the nearest million.

2.2

Going concern

Going concern conclusion

After considering (a) the significant recurring profitability of the Group, (b) the significant liquidity buffer and Liquidity Coverage Ratio (“LCR”)

and Net Stable Funding Ratio (“NSFR”) which are well above 100%, (c) the Group and the Bank’s Common Equity Tier 1 (“CET1”) ratio as at 31

December 2023 which exceeded the Overall Capital Requirements (“OCR”), (d) the increasing support from the Recovery and Resilience Facility

(“RRF”), (e) the fiscal measures in force in response to pressures from increased inflation and (f) the Group and the Bank’s insignificant exposure

to Russia and Ukraine, the insignificant impact from floodings in Thessaly and the Management’s actions with respect to the crises, the Board

of Directors concluded that the Group and the Bank is a going concern and thus the application of the going concern principle for the preparation

of these Annual Financial Statements is appropriate.

Profitability

For the year ended 31 December 2023, the profit from continuing operations amounted to €1,109 million and €1,020 million for the Group and

the Bank, respectively, whereas earnings per share from continuing operations amounted to €1.21 and €1.12 for the Group and the Bank,

respectively.

Liquidity

As at 31 December 2023, the Bank’s liquidity buffer at cash values amounted to €25.6 billion, with the LCR and NSFR ratios well above 100%.

Capital adequacy

The Group’s Common Equity Tier 1 (“CET1”) and Total Capital ratios as at 31 December 2023 were 17.8% and 20.2% respectively, exceeding the

OCR ratio of 9.76% and 14.57% for 2023, respectively (see Note 4.6 “

Capital Adequacy

”).

Notes to the Financial Statements

Group and Bank

249

Macroeconomic developments

Economic activity in Greece slowed but remained on a healthy upward trend in 9M.2023 (latest available national accounts data published on

December 6, 2023), with GDP increasing by 2.2% y-o-y and outpacing by a significant margin – for a third consecutive year – the euro area

average.

The slowing of GDP growth in 9Μ.2023, compared with the buoyant economic activity outcome in 2022 (+5.7% y-o-y), mainly reflects the

unwinding of very favorable base effects on private consumption and tourism that continued to bolster economic activity until the first months

of 2023, following the reversal of the COVID 19-related drag, and the exceptional fiscal support against the energy/inflation shocks.

The above trends led to a slowing in private sector corporate profits growth to a still healthy 6.1% y-o-y in 9M.2023, from 21.0% in 9M.2022

(+20.5% FY.22), as profit margins tend to normalize to more sustainable levels, whereas extraordinary profits in energy related activities decline.

The economy-wide compensation of employees grew by a solid 5.5% y-o-y in 9M.2023, reflecting an average employment growth of 1.9% y-o-

y in the same period, according to Labor Force Survey (LFS) data, combined with increasing real wages. Moreover, the unemployment rate fell

to a 14-year low of 9.2% in December 2023 (10.6% in FY.2023), with survey data on employment pointing to increased hiring activity in 4Q.2023

(+2.1% y-o-y compared with +0.9% in 3Q.2023).

Net exports had a nearly zero impact on economic growth in 9M.2023, as the positive contribution of strengthened tourism activity (+15.8% y-

o-y, in 9M.2023 as regards tourism revenue) and lower energy prices has been offset by weakened external demand for goods exports and

other services and – most importantly – resilient demand for imports due to the strength of domestic demand.

Conjunctural and leading indicators of economic activity remained above the euro area average and in expansion territory in FY.2023, with signs

of strengthening in some indicators in 4Q.2023 (especially December 2023), as indicated by the pick-up in the retail, services and construction

confidence as well as by solid manufacturing production growth in October-November 2023 (+6.0% y-o-y). Moreover, labor market conditions

and employment prospects show signs of further improvement, in q-o-q terms, in 4Q.2023. Tourism activity has exceeded its 2019 record high,

both in terms of revenue as well as of arrivals, with prospects remaining favorable for 2024.

Strong cyclical tailwinds and sustained efficiency gains bolstered the fiscal performance, with the State Budget for 2024 envisaging a general

government primary surplus of 1.1% of GDP in 2023 and 2.1% for 2024. Most importantly, the General Government Debt is expected (State

Budget 2024) to decrease further to 160.3% of GDP in 202023 and 152.3% in 2024, exhibiting an impressive cumulative decline of nearly 50%

of GDP over the past 3 years.

Between July and December 2023, Greece’s sovereign rating regained investment grade status from R&I, Scope, DBRS, S&P, and Fitch, while in

mid-September 2023 Moody’s upgraded the country’s rating by two notches to “Ba1”, just one level below investment grade.

The aggressive monetary policy tightening, reflected in the 450 bps hikes in policy rates by the ECB between July 2022 and September 2023,

weighed on bank credit growth which slowed, compared with FY.2022, but continued to exceed the euro area average. Total credit to private

sector increased by +3.6% y-o-y and credit to NFCs by +5.9% in December 2023, compared with +6.3% y-o-y and +11.8% in December 2022,

respectively. Private sector deposits remained close to a 13-year high in December (€201.6 billion), on the back of a notable rebound in time

deposits supported by rising interest rates.

The combined impact of the above-described supportive factors underpinned Greece’s resilient growth performance in 2022, with the 9M.2023

growth outcome and information from monthly indicators of economic activity boding well for an annual GDP growth of c.2.3% y-o-y in 2023

and c.2.2% in 2024, according to the average of latest available official sector and private consensus estimates, with upside risks for 2024 due

to deferred investment spending from 2023.

Greece’s growth performance in the current year, but also in the medium term, is expected to be supported by the following factors, which

bode well for maintaining a significant growth differential against the euro area average:

•

Solid investment growth, on the back of a strong pipeline of private investment and increasing impact of the Recovery & Resilience

Facility (“RRF”). Gross fixed capital formation is expected to rise at a double-digit pace, bolstered by positive demand prospects, high

capacity-utilization rates, and resilient profitability.

•

Moreover, the positive impact from final capital spending related to the Recovery & Resilience Plan (“RRP”) will become stronger from

2024 onwards, due to time lags between the funds’ absorption and final spending.

•

Tourism is headed for a new record in 2024, according to early bookings and current estimates from major global tour operators.

•

The expected slight pick-up in euro area growth led by Germany – Greece’s major export market – should support demand for Greek

exports in 2024.

•

The damages on agricultural production caused by the storm “Daniel”, which hit Central Greece in early-September, leading to a

catastrophic flooding in Thessaly, appear to have a rather small negative impact on economy-wide GDP growth in 3Q.2023, as well as

4Q.2023, and contributed to the observed inertia in food price inflation. Nonetheless, additional fixed capital investment on

reconstruction projects is expected to boost growth in 2024-2025, more than compensating for the persistent part of production losses.

Nonetheless, the above estimates are subject to some considerable downside risks, such as:

•

A potential recurrence of the energy market tensions − resulting in a new spike in energy prices due to geopolitical frictions (Ukraine,

Middle East, Red Sea) and/or near-term challenges surrounding the implementation of the ambitious EU climate agenda and the

acceleration of energy transition − could bring the Greek economy to a disadvantaged position, applying downward pressures on

Notes to the Financial Statements

Group and Bank

250

economic growth, given the decreasing capacity for large scale fiscal interventions and the relatively high energy and commodity input

costs for the corporate sector, as well as for agriculture, compared to major competitors.

•

The inflation drag on disposable income (including lagged effects from 2023) will remain sizeable especially for low-income population

groups – mainly due to sluggish core inflation and food price increases – despite the moderation in headline inflation, weighing on

private consumption.

•

Accordingly, a slower-than-currently expected easing of inflation pressures globally, could lead to high interest rates for longer, giving

rise to stronger recessionary and financial headwinds, weighing on fiscal capacity, weakening private investment spending and

lowering credit demand.

Overall, the Greek economy seems well positioned to deal with the above challenges and continue outperforming its euro area peers,

capitalizing on sustainable growth catalysts and the strong momentum built in previous years. Moreover, the return to investment grade and a

prospective reversal of the monetary policy tightening cycle, as currently envisaged by financial markets and consensus estimates, could support

a faster improvement in liquidity conditions and higher valuations of Greek assets, attracting new inflows of foreign investment.

2.3 New and Amended Standards and Interpretations

New standards effective from 1 January 2023

-

IFRS 17

Insurance Contracts and Amendments to IFRS 17

(effective for annual periods beginning on or after 1 January 2023). IFRS 17 was

issued in May 2017, including amendments issued in June 2020 and supersedes IFRS 4. IFRS 17 establishes principles for the recognition,

measurement, presentation and disclosure of insurance contracts within the scope of this standard and its objective is to ensure that an entity

provides relevant information that faithfully represents those contracts. The new standard solves the comparison problems created by IFRS 4

by requiring all insurance contracts to be accounted for in a consistent manner. Insurance obligations will be accounted for using current values

instead of historical cost. The standard has been endorsed by the EU.

Due to the sale of the Bank’s insurance subsidiary Ethniki Hellenic General Insurance S.A. (“Ethniki Insurance” or “NIC”) on 31 March 2022, there

was no material impact from the adoption of IFRS 17.

Amendments to existing standards effective from 1 January 2023

- Applying IFRS 9 Financial Instruments with IFRS 4 Insurance Contracts (Amendment to IFRS 4)

. The amendment, which has been endorsed

by the EU, introduces two approaches. The amended standard : a) gave all companies that issue insurance contracts the option to recognise in

the Statement of Other Comprehensive Income, rather than in the Income Statement, the volatility that could arise when IFRS 9 is applied

before the new insurance contracts standard is issued (i.e. the difference between the amounts that would be recognized in profit or loss in

accordance with IFRS 9 and the amounts recognized in profit or loss in accordance with IAS 39) – “overlay approach” and b) give companies

whose activities are predominantly connected with insurance an optional temporary exemption from applying IFRS 9 until 2021 – “deferral

approach”. The entities that defer the application of IFRS 9 will continue to apply IAS 39.

The Amendment ‘Extension of the Temporary Exemption from Applying IFRS 9 (effective for annual periods beginning on or after 1 January

2021) extended the expiry date of the extension described above from 1 January 2021 to 1 January 2023.

On 31 March 2022, the Group sold its insurance subsidiary NIC. NIC applied this amendment using the deferral approach up to the date of sale.

- IAS 1 and IFRS Practice Statement 2 (Amendments): Disclosure of Accounting Policies

(effective for annual reporting periods beginning on or

after 1 January 2023). The amendments require that an entity discloses its material accounting policies, instead of its significant accounting

policies. The Group and the Bank currently disclose their material accounting policies, see below for material accounting policies (Note 2.4-

2.34).

- IAS 8 (Amendment): Definition of Accounting Estimates

(effective for annual reporting periods beginning on or after 1 January 2023). The

amendment replaces the definition of a change in accounting estimates with a definition of accounting estimates. Under the new definition,

accounting estimates are “monetary amounts in financial statements that are subject to measurement uncertainty”. Entities develop accounting

estimates if accounting policies require items in the financial statements to be measured in a way that involves measurement uncertainty. The

amendments clarify that a change in accounting estimate that results from new information or new developments is not the correction of an

error. There was no impact on the consolidated and separate Financial Statements from the adoption of this amendment.

- IAS 12 (Amendments): Deferred Tax related to Assets and Liabilities arising from a Single Transaction

(effective for annual reporting periods

beginning on or after 1 January 2023). These amendments clarify and narrow the scope of the exemption provided by the IAS 12 “Income Taxes”

standard allowing institutions to not recognise any deferred tax during the initial recognition of an asset and a liability. All leases and

decommissioning obligations are excluded from the exemption scope for which companies recognise both an asset and a liability and will now

have to recognise deferred taxes. From the date of first application of IFRS 16 “Leases”, the Group has considered the right of use assets and

the lease-related liabilities as a single transaction. Consequently, on the initial recognition date, the amount of deferred tax asset offsets the

amount of deferred tax liability. The net temporary differences resulting from later variations in the right of use assets and lease liabilities

subsequently result in a deferred tax asset as of 1 January 2023 which is subject to the recoverability criteria of IAS 12 “Income Taxes”. There

was no impact on the consolidated and separate Financial Statements from the adoption of these amendments.

- IAS 12 (Amendments): International Tax Reform – Pillar Two Model Rules

(effective for annual periods beginning on or after 1 January 2023).

The amendments introduce a mandatory temporary exception from accounting for deferred taxes arising from the Organisation for Economic

Notes to the Financial Statements

Group and Bank

251

Co-operation and Development’s (“OECD”) international tax reform. The amendments also introduce targeted disclosure requirements. The

temporary exception applies immediately and retrospectively in accordance with IAS 8, whereas the targeted disclosure requirements are

applicable for annual reporting periods beginning on or after 1 January 2023. The adoption of the above amendment had no impact on the

financial statements of the Group. Since the relevant rules have not been adopted in Greece, the group has not yet applied the temporary

exception from accounting for deferred taxes in relation to the Pillar two model rules. For further details see Note 15 “Tax benefit / (expense).

- IFRS 17 (Amendment): Initial Application of IFRS 17 and IFRS 9 – Comparative Information

(effective for annual periods beginning on or after

1 January 2023). The amendment is a transition option relating to comparative information about financial assets presented on initial application

of IFRS 17. The amendment is aimed at helping entities to avoid temporary accounting mismatches between financial assets and insurance

contract liabilities, and therefore improve the usefulness of comparative information for the users of financial statements. Due to the sale of

the Bank’s insurance subsidiary NIC on 31 March 2022 there was no material impact on the consolidated and separate Financial Statements

from the adoption of this amendment.

The amendments to existing standards effective from 1 January 2023 have been endorsed by the EU.

Amendments to existing standards effective after 2023

-

IAS 1 (Amendments): Classification of liabilities as current or non-current

(effective for annual periods beginning on or after 1 January 2024).

The amendments clarify that the classification of liabilities as current or non-current should be based on rights that are in existence at the end

of the reporting period. The amendments also clarify that the classification is unaffected by expectations about whether an entity will exercise

its right to defer settlement of a liability and make clear that settlement refers to the transfer to the counterparty of cash, equity instruments,

other assets or services. There was no material impact on the consolidated and separate Financial Statements from the adoption of these

amendments.

- IAS 1 (Amendments): Non-current Liabilities with Covenants

(effective for annual periods beginning on or after 1 January 2024). The new

amendments clarify that if the right to defer settlement is subject to the entity complying with specified conditions (covenants), this amendment

will only apply to conditions that exist when compliance is measured on or before the reporting date. Additionally, the amendments aim to

improve the information an entity provides when its right to defer settlement of a liability is subject to compliance with covenants within twelve

months after the reporting period. There was no material impact on the consolidated and separate Financial Statements from the adoption of

these amendments.

-

IFRS 16 (Amendment): Lease Liability in a Sale and Leaseback

(effective for annual periods beginning on or after 1 January 2024). The

amendment clarifies how an entity accounts for a sale and leaseback after the date of the transaction. Sale and leaseback transactions where

some or all the lease payments are variable lease payments that do not depend on an index or rate are most likely to be impacted. The

requirements are applied retrospectively back to sale and leaseback transactions that were entered into after the date of initial application of

IFRS 16. There was no material impact on the consolidated and separate Financial Statements from the adoption of this amendment.

- IAS 7 and IFRS 7 (Amendments) - Disclosures: Supplier Finance Arrangements

(effective for annual periods beginning on or after 1 January

2024). The amendments require companies to disclose information about their Supplier Finance Arrangements such as terms and conditions,

carrying amount of financial liabilities that are part of such arrangements, ranges of payment due dates and liquidity risk information. The Group

and the Bank do not expect any material impact on the consolidated and separate Financial Statements from the adoption of these

amendments.

- IAS 21 (Amendments): The effects of Changes in Foreign Exchange Rates - Lack of Exchangeability

(effective for annual periods beginning on

or after 1 January 2025). The amendments specify when a currency is exchangeable into another currency and when it is not and clarify how an

entity determines the exchange rate to apply when a currency is not exchangeable. A currency is not exchangeable into the other currency if

an entity can only obtain an insignificant amount of the other currency. When a currency is not exchangeable at the measurement date, an

entity estimates the spot exchange rate as the rate that would have applied to an orderly transaction between market participants at the

measurement date and that would faithfully reflect the economic conditions prevailing. Additionally, the amendments require disclosure of

information that enables users of financial statements to understand the impact of a currency not being exchangeable. The Group and the Bank

do not expect any material impact on the consolidated and separate Financial Statements from the adoption of these amendments.

The amendments to these existing standards have been endorsed by the EU, except for the amendments to IAS 7 and IFRS 7 “Disclosures:

Supplier Finance Arrangements” and the amendments to IAS 21 “The effects of Changes in Foreign Exchange Rates - Lack of Exchangeability”,

which have not yet been endorsed by the EU.

Notes to the Financial Statements

Group and Bank

252

2.4

Consolidation

2.4.1

Basis of consolidation

The Annual Financial Statements incorporate the consolidated and separate Financial Statements of the Bank and its subsidiaries (including

structured entities), which are entities controlled by the Bank. Control is achieved, if and only if, the Bank has: a) power over the subsidiaries,

b) exposure, or rights to variable returns from its involvement with the subsidiaries and c) the ability to use its power over the subsidiaries to

affect the amount of the Bank’s returns.

Income and expenses and other comprehensive income of subsidiaries acquired or disposed of during the year are included in the consolidated

Income Statement and in the consolidated Statement of Comprehensive Income, respectively, from the effective date of acquisition and up to

the effective date of disposal, as appropriate.

When necessary, adjustments are made to the Financial Statements of subsidiaries to bring their accounting policies in line with those of the

Group.

All intra-group transactions, balances, income and expenses are eliminated upon consolidation.

2.4.2

Non-controlling interests

Non-controlling interests may be initially measured either at fair value or at the non-controlling interests' proportionate share of the recognised

amounts of the acquiree's identifiable net assets. The choice of measurement basis is made on a transaction-by-transaction basis. Subsequent

to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling

interests’ share of subsequent changes in equity. Total comprehensive income/(expense) is attributed to non-controlling interests even if this

results in the non-controlling interests having a deficit balance.

2.4.3

Changes in the Group's ownership interests in subsidiaries that do not result in loss of control

Changes in the Group's ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for

as equity transactions. The carrying amounts of the Group's interests and the non-controlling interests are adjusted to reflect the changes in

their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair

value of the consideration paid or received is recognised directly in equity and attributed to owners of the Bank.

2.4.4

Loss of control

When the Group loses control of a subsidiary, the profit or loss on disposal is calculated as the difference between (i) the aggregate of the fair

value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including

goodwill), and liabilities of the subsidiary and any non-controlling interests. For assets of the subsidiary carried at fair value with the related

cumulative gain or loss recognised in other comprehensive income, the amounts previously recognised in other comprehensive income are

accounted for as if the Bank had directly disposed of the relevant assets (i.e. reclassified to the Income Statement or transferred directly to

retained earnings as specified by applicable IFRSs). The fair value of any investment retained in the former subsidiary at the date when control

is lost is regarded as the fair value on initial recognition for subsequent accounting under IFRS 9 Financial Instruments or, when applicable, the

cost on initial recognition of an investment in an associate or a jointly controlled entity. Upon loss of significant influence over the associate or

joint control, the Group measures and recognises any retained investment at its fair value. Any difference between the carrying amount of the

associate or joint venture upon loss of significant influence or joint control and the fair value of the retained investment and proceeds from

disposal is recognised in profit or loss.

2.4.5

Associates

Associates are entities over which the Group has significant influence, but which it does not control. If the Group holds, directly or indirectly,

20% or more of the voting power of the investee, it is presumed that the Group has significant influence, unless it can be clearly demonstrated

that this is not the case. Investments in associates are accounted for by applying the equity method of accounting. Under the equity method of

accounting, the investment is initially recorded at cost. Goodwill arising on the acquisition of an associate is included in the carrying amount of

the investment (net of any accumulated impairment loss). The carrying amount of the investment is increased or decreased by the proportionate

share of the associate’s post-acquisition profits or losses (recognised in the Group income statement) and movements in reserves (recognised

in reserves). Dividends received from the associate during the year reduce the carrying value of the investment. Unrealised gains on transactions

between the Group and its associates are eliminated to the extent of the Group’s interest in the associate. Unrealised losses are also eliminated

but considered as an impairment indicator of the asset transferred. Where necessary, the associate’s financial statements used in applying the

equity method are adjusted to ensure consistency with the accounting policies adopted by the Group.

2.4.6

Joint Venture

The Group recognises its interest in a joint venture, which is a joint arrangement whereby the parties that have joint control of the arrangement

have rights to the net assets of the arrangement, as an investment and accounts for that investment using the equity method, based on IAS 28

“Investments in Associates and Joint Ventures” (see Note 2.4.5 “Associates” above).

2.4.7

Investments in subsidiaries, associates and joint ventures in individual financial statements

In the Bank’s separate financial statements subsidiaries, associates and joint ventures are measured at cost less impairment.

Notes to the Financial Statements

Group and Bank

253

2.4.8

Impairment assessment of investments in subsidiaries, associates and joint ventures in individual financial

statements

At each reporting date, the Group and the Bank assess whether there is any indication that an investment in a subsidiary, associate or joint

venture may be impaired.

If any such indication exists, the Group estimates the recoverable amount of the investment. Where the carrying

amount of an investment is greater than its estimated recoverable amount, it is written down immediately to its recoverable amount.

2.5

Foreign currency translations

Items included in the separate Financial Statements of each entity of the Group are measured using the currency that best reflects the economic

substance of the underlying events and circumstances relevant to that entity (“the functional currency”). The consolidated and separate

Financial Statements of the Group are presented in millions of Euro (€), which is the functional currency of the Bank.

Foreign currency transactions are translated into the functional currency at the exchange rates prevailing at the dates of the transactions.

Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities

denominated in foreign currencies are recognised in the Income Statement, except when deferred in Other comprehensive income as gains or

losses from qualifying cash flow or net investment hedging instruments.

Translation differences on debt securities and other monetary financial

assets re-measured at fair value are included in “Net trading income and results from investment securities”.

Translation differences on non-

monetary financial assets are a component of the change in their fair value and are recognised in the Income Statement for equity securities

held for trading, or in Other comprehensive income for equity securities measured at fair value through Other comprehensive income. Non-

monetary items that are measured in terms of historical cost in a foreign currency shall be translated using the exchange rate at the date of the

transaction.

When preparing these consolidated Financial Statements, assets and liabilities of foreign entities are translated at the exchange rates prevailing

at the reporting date, while income and expense items are translated at average rates for the period.

Differences resulting from the use of

closing and average exchange rates and from revaluing a foreign entity’s opening net asset balance at closing rate are recognised directly in

foreign currency translation reserve within consolidated Statement of Other Comprehensive Income.

When a monetary item forms part of a reporting entity’s net investment in a foreign operation and is denominated in a currency other than the

functional currency of either the reporting entity or the foreign operation, the exchange differences that arise in the individual financial

statements of both companies are reclassified to Other comprehensive income upon consolidation.

When a foreign entity is sold, such

translation differences are recognised in the consolidated Income Statement as part of the gain or loss on disposal.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and

translated at the closing rate.

2.6

Classification and Measurement of financial instruments

2.6.1

Classification of financial assets

The Group uses the following measurement categories for financial assets:

•

Debt instruments at amortised cost.

•

Debt instruments at Fair Value through Other Comprehensive Income (“FVTOCI”) with cumulative gains and losses reclassified to profit

or loss on derecognition.

•

Equity instruments measured at FVTOCI with gains and losses remaining in Other Comprehensive Income (“OCI”) without recycling to

profit or loss on derecognition.

•

Debt instruments, derivatives, equity instruments and mutual funds at Fair Value through Profit or Loss (“FVTPL”).

Except for debt instruments that are designated at initial recognition or mandatorily recognised at FVTPL, such assets are classified at amortised

cost or FVTOCI on the basis of:

(a)

The Group’s business model for managing the financial asset and

(b)

the contractual cash flow characteristics of the financial asset.

IFRS 9 precludes the separation of any embedded derivatives from a hybrid contract when the host contract is a financial asset within its scope.

Instead, the entire hybrid financial asset is classified into one of the categories listed above. The Group continues to recognise financial assets

on a trade basis.

2.6.2

Business model assessment

The business models reflect how the Group manages its debt financial assets in order to generate cash flows. This assessment is performed on

the basis of scenarios that the Group reasonably expects to occur. The assessment is based on all relevant and objective information that is

available at the time of the business model assessment. The Group has identified the following business models for debt financial assets:

•

Hold to collect contractual cash flows:

The Group’s objective is to hold the financial assets and collect the contractual cash flows. All

the assets in this business model give rise on specified dates to cash flows that are solely payments of principal and interest (“SPPI”)

Notes to the Financial Statements

Group and Bank

254

on the principal amount outstanding. Debt instruments classified in this business model are measured at amortised cost. Loans and

advances to customers within this category may be sold.

Such sales are consistent with the business model’s objective if they are

infrequent (even if significant in value) or insignificant in value both individually and in the aggregate (even if frequent). In such cases,

i.e. if more than an infrequent number of sales are made or those sales are more than insignificant in value (either individually or in

aggregate), the Group assess whether and how such sales are consistent with the objective of collecting contractual cash flows.

•

Hold to collect contractual cash flows and sell:

The objective of this business model is to meet everyday liquidity needs and such

objective is achieved by both collecting contractual cash flows and selling debt instruments. Assets within this business model are not

sold with the intention of short-term profit taking, however frequent sales may occur and such sales may be significant in value. All

the assets in this business model give rise to cash flows that are SPPI. Debt instruments held within this business model are accounted

for at FVTOCI.

•

Held for trading:

Under this business model, the Group actively manages the instruments in order to realise fair value gains arising

from changes in credit spreads and yield curves. The assets in this business model are accounted for at FVTPL.

•

Held and managed on a fair value basis:

Refers to assets that are managed by the Group on a fair value basis without the intention to

sell them in the near future. The assets in this business model are accounted for at FVTPL.

2.6.3

Contractual cash flow characteristics

The Group assesses the characteristics of its financial assets’ contractual cash flows at initial recognition in order to determine whether they

are SPPI. This is referred to as the “SPPI test”. Interest amount within a basic lending arrangement, is typically the consideration for the time

value of money and the credit risk. Interest may also include consideration for other basic lending risks such as liquidity and costs (e.g.

administration associated with holding the financial asset for a particular period of time), as well as a profit margin.

Contractually Specified Changes to cash flows

The Group assesses whether contractually specified changes in cash flows following the occurrence (or non-occurrence) of any contingent event

would give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding. This assessment is done

irrespective of the probability of the contingent event occurring (except for non-genuine contractual terms). For a change in contractual cash

flows to be consistent with a basic lending arrangement, the occurrence (or non-occurrence) of the contingent event must be specific to the

debtor. The occurrence of a contingent event is specific to the debtor if it depends on the debtor achieving a contractually specified target, even

if the same target is included in other contracts for other debtors. However, the resulting contractual cash flows must represent neither an

investment in the debtor nor an exposure to the performance of specified assets.

2.6.4

Debt with Non-recourse features

A financial asset has non-recourse features if the Group’s contractual right to receive cash flows is limited to the cash flows generated by

specified assets both over the life of the financial asset and in the case of default. However, the fact that a financial asset has non-recourse

features does not in itself necessarily preclude the financial asset from passing the SPPI Test.

When assessing whether the contractual cash flows of a financial asset with non-recourse features are SPPI compliant, the Group considers

factors such as the legal and capital structure of the debtor, including, but not limited to, the extent to which:

•

the cash flows generated by the underlying assets are expected to exceed the contractual cash flows on the financial asset being

classified; and

•

any shortfall in cash flows generated by the underlying assets is expected to be absorbed by subordinated debt or equity instruments

issued by the debtor.

The loan must have an adequate buffer to absorb credit losses and as such are not an investment in the underlying assets in order to pass the

SPPI test.

Contractually linked instruments

An issuer may prioritize payments to the holders of financial assets using multiple contractually linked instruments (tranches). Each tranche has

a subordination ranking that specifies the order in which any cash flows generated by the issuer are allocated to the tranche. The prioritization

of payments to the holders of these tranches is established through a waterfall payment structure. That payment structure creates

concentrations of credit risk and results in a disproportionate allocation of losses between the holders of different tranches. In such situations,

the holders of a tranche have the right to payments of principal and interest on the principal amount outstanding only if the issuer generates

sufficient cash flows to satisfy higher-ranking tranches, which means the tranches have non-recourse features.

A tranche has cash flow characteristics that are payments of principal and interest on the principal amount outstanding only if:

•

the contractual terms of the tranche being assessed for classification (without looking through to the underlying pool of financial

instruments) give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding.

•

the underlying pool of financial instruments has the cash flow characteristics that are SPPI compliant; and

•

the exposure to credit risk in the underlying pool of financial instruments inherent in the tranche is equal to or lower than the exposure

to credit risk of the underlying pool of financial instruments.

Notes to the Financial Statements

Group and Bank

255

When assessing whether contractual cash flows are SPPI or not, the Group analyses the contractual terms, as well as the credit risk of each

tranche and the exposure to credit risk in the underlying pool of financial instruments. Judgment is applied in both cases when determining

whether certain contractual features significantly affect the future cash flows of the financial asset.

2.6.5

Equity instruments classified as FVTOCI

The Group may acquire an investment in an equity instrument that is not held for trading nor contingent consideration recognised by an acquirer

in a business combination to which IFRS 3 applies. At initial recognition, the Group may make an irrevocable election to present in OCI

subsequent changes to the fair value of this equity investment, except for equity securities that give an investor significant influence over an

investee, which are accounted for in accordance with IAS 28 Investments in Associates and Joint Ventures.

The election to designate an investment in an equity instrument at FVTOCI is made on an instrument-by-instrument basis. Investments in mutual

funds cannot be designated at FVTOCI, as they do not meet the definition of an equity instrument under IAS 32, hence these are mandatorily

measured at FVTPL. These equity instruments are not subject to an impairment assessment.

2.6.6

Measurement of financial assets

Financial assets measured at amortised cost

A debt financial asset is measured at amortised cost if it is held in a business model that has an objective to hold financial assets to collect

contractual cash flows and the contractual terms of the financial asset result in cash flows that pass the SPPI test.

The financial assets classified within this category, mainly include the following asset classes:

•

Cash and balances with central banks

•

Sight and time deposits with banks

•

Securities purchased under agreements to resell

•

Deposits in margin accounts

•

Other receivables due from banks

•

Loans and advances to customers at amortised cost

•

Debt securities (Investment securities measured at amortised cost)

•

Other receivables included in line item “Other assets”

Subsequent to initial recognition, the debt financial asset is measured at amortised cost using the effective interest rate (“EIR”) method for the

allocation and recognition of interest revenue in line item “Interest and similar income” of the Income Statement over the relevant period. The

amortised cost is the amount at which the financial asset is measured at initial recognition minus any principal repayments, plus or minus the

cumulative amortisation using the EIR method of any difference between that initial amount and the maturity amount, adjusted for any loss

allowance. The gross carrying amount is the amortised cost of a financial asset before adjusting for any loss allowance. Interest income on debt

financial assets is calculated on the gross carrying amount if the asset is classified in Stage 1 or Stage 2. When a debt financial asset becomes

credit-impaired (classified in Stage 3), interest income is calculated on the amortised cost (i.e. the gross carrying amount adjusted for the

impairment allowance).

The EIR is the rate that exactly discounts the estimated future cash receipts through the expected life of the financial asset to its gross carrying

amount. When calculating the EIR, the Group estimates the expected cash flows by considering all the contractual terms of the financial

instrument (e.g. prepayment, extension, call and similar options). The calculation includes all fees and points paid or received between parties

to the contract that are an integral part of the EIR, transaction costs, and all other premiums or discounts. Fees that are an integral part of the

EIR of a financial instrument are treated as an adjustment to the EIR.

Debt

instruments measured at FVTOCI

A debt financial asset is measured at FVTOCI if it is held in a business model that has an objective to hold financial assets to collect contractual

cash flows and sell the assets and the contractual terms of the financial asset result in cash flows that pass the SPPI test.

After initial recognition, investments in debt financial assets are measured at fair value in the statement of financial position (with no deduction

for sale or disposal costs) with unrealised gains and losses reported in OCI, net of applicable income taxes, until such investments are

derecognised (i.e. when sold or collected). Upon derecognition, the cumulative gains or losses previously recognised in OCI are reclassified from

equity to “Net trading income/(loss) and results from investment securities” of the Income Statement, as a reclassification adjustment.

For debt financial assets measured at amortised cost or FVTOCI, the following items are recognised in the Income Statement:

•

ECL allowance recognised in “Credit provisions and other impairment charges”.

•

Foreign exchange gains and losses, calculated based on the amortised cost of the instrument, are recognised in “Net trading

income/(loss) and results from investment securities”.

•

Interest income calculated with the EIR method is recognised in “Interest and similar income”.

Notes to the Financial Statements

Group and Bank

256

•

Modification gains or losses, recognised in “Credit provisions and other impairment charges”.

Equity instruments at

FVTOCI

After initial recognition, investments in equity instruments at FVTOCI are measured at fair value, with no deduction for sale or disposal costs.

With the exception of dividends received, the associated gains and losses (including any related foreign exchange component) is recognised in

OCI. Amounts presented in OCI are not subsequently recycled to the Income Statement, instead the cumulative gain or loss is transferred within

equity from accumulated OCI to retained earnings.

Dividends are recognised in “Net other income/(expense)” line item of the Income Statement when all of the following criteria are met:

•

the Group's right to receive payment of the dividend is established;

•

it is probable that the economic benefits associated with the dividend will flow to the Group;

•

the amount of the dividend can be measured reliably;

•

the dividend clearly does not represent a recovery of part of the cost of the investment.

Financial assets and financial liabilities measured at FVTPL

After initial recognition, financial assets and financial liabilities that are classified as at FVTPL are measured at fair value, with no deduction for

sale or disposal costs. Gains and losses arising from fair value remeasurement are recognised in their entirety in “Net trading income/(loss) and

results from investment securities”. All changes to the fair value of a FVTPL liability due to market risk are recorded in profit and loss while

changes due to the Group’s own credit risk are recorded in OCI. The amount presented in OCI is not subsequently transferred to profit or loss

even when the liability is derecognised and the amounts are realised. The cumulative gain or loss is transferred within equity from accumulated

OCI to retained earnings.

2.6.7

Impairment - Expected Credit Losses

ECL are recognised for all financial assets measured at amortised cost, debt financial assets measured at FVTOCI, lease receivables, financial

guarantees and certain loan commitments. ECL represent the difference between contractual cash flows and those that the Group expects to

receive, discounted at the financial asset’s EIR. For loan commitments and other credit facilities in scope of ECL, the expected cash shortfalls

are determined by considering expected future drawdowns.

Recognition of

expected

credit losses

At initial recognition, an impairment allowance is required for ECL resulting from default events that are possible within the next 12 months

(12-month ECL), weighted by the risk of a default occurring. Instruments in this category are referred to as instruments in Stage 1. For

instruments with a remaining maturity of less than 12 months, ECL are determined for this shorter period.

In the event of a significant increase in credit risk (“SICR”), an ECL allowance is required, reflecting lifetime cash shortfalls that would result from

all possible default events over the expected life of the financial instrument (“lifetime ECL”), weighted by the risk of a default occurring.

Instruments in this category are referred to as instruments in Stage 2.

Lifetime ECL are always recognised on financial assets for which there is objective evidence of impairment, that is they are considered to be in

default or otherwise credit-impaired. Such instruments are referred to as instruments in Stage 3.

POCIs are classified as credit impaired at initial recognition. An instrument is POCI if it has been purchased with a material discount to its par

value that reflects the incurred credit losses.

For POCI financial assets, the Group recognises adverse changes in lifetime ECL since initial recognition as a loss allowance with any changes

recognised in the Income Statement. POCI are initially recognised at fair value with interest income subsequently being recognised based on a

credit-adjusted EIR. POCI may also include financial instruments that are newly recognised following a substantial modification and remain a

separate category until maturity. Any favourable changes for POCI assets are ECL impairment gains even if the resulting expected cash flows

exceed the estimated cash flows on initial recognition.

The Group does not apply the practical expedient that allows a lifetime ECL for lease receivables to be recognised irrespective of whether a SICR

has occurred. Instead, all such receivables are incorporated into the standard ECL calculation.

Impairment charge for ECL is recognised in the Income Statement with a corresponding ECL allowance reported as a decrease in the carrying

value of financial assets measured at amortised cost on the statement of financial position. For financial assets measured at FVTOCI, the carrying

value is not reduced, but the ECL allowance is recognised in OCI. For off-balance sheet financial instruments, the ECL allowance is reported as a

provision in “Other liabilities”. Impairment charge for ECL is recognised in the Income Statement in “Credit provisions and other impairment

charges”.

Write-off

A write-off is made when the Group does not have a reasonable expectation to recover all or part of a financial asset. Write-offs reduce the

principal amount of a claim and are charged against previously established allowances for credit losses. Recoveries, in part or in full, of amounts

Notes to the Financial Statements

Group and Bank

257

previously written off are generally credited to “Credit provisions and other impairment charges”. Write-offs and partial write-offs represent

derecognition or partial derecognition events.

Definition of default

The Group has aligned the definition of default for financial reporting purposes, with the non performing exposures (NPE) definition used for

regulatory purposes, as per EBA Implementing Technical Standards on Supervisory reporting on forbearance and non-performing exposures, as

adopted by the Commission Implementing Regulation (EU) 2015/227 of 9 January 2015 amending Implementing Regulation (EU) No 680/2014

laying down implementing technical standards with regard to supervisory reporting of institutions according to Regulation (EU) No 575/2013 of

the European Parliament and of the Council (“EBA ITS”). Following the financial crisis, the EBA established tighter standards around the definition

of default (CRR Article 178) to achieve greater alignment across banks and jurisdictions being applied from 1 January 2021. The definition of

default for financial reporting purposes is consistent with the one used for internal credit risk management purposes.

For more information on the definition of default please refer to Note 4.2.6 “Impairment of amortised cost and FVTOCI financial assets”.

Measurement of Expected Credit Losses

The Group assesses on a forward-looking basis the ECL associated with all financial assets subject to impairment under IFRS 9. The Group

recognises an ECL allowance for such losses at each reporting date. The measurement of ECL reflects:

•

An unbiased and probability-weighted amount that is determined by evaluating a range of possible outcomes. The Group uses three

macroeconomic scenarios and estimates the ECL that would arise under each scenario. A weighting is allocated to each scenario, such

that the weighted probabilities of all three scenarios are equal to one. The distribution of possible ECL may be non-linear, hence three

distinct calculations are performed, where the associated ECLs are multiplied by the weighting allocated to the respective scenario.

The sum of the three weighted ECL calculations represents the probability-weighted ECL.

•

The time value of money.

•

Reasonable and supportable information that is available without undue cost or effort at the reporting date about past events, current

conditions and forecasts of future economic conditions.

For the purposes of measuring ECL, the estimate of expected cash shortfalls reflects the cash proceeds expected from collateral liquidation (if

any) and other credit enhancements that are part of the contractual terms and are not recognised separately by the Group. The estimate of

expected cash shortfalls on a collateralized loan exposure reflects the assumptions used regarding the amount and timing of cash flows that are

expected from foreclosure on the collateral less the costs of obtaining and selling the collateral, irrespective of whether the foreclosure is

probable or not.

The ECL calculations are based on the following factors:

•

Exposure at Default ("EAD"):

This is an estimate of the exposure at a future default date, taking into account expected changes in the

exposure after the reporting date, including repayments of principal and interest, and expected drawdowns on committed facilities.

•

Probability of Default ("PD"):

Represents the likelihood of a borrower/issuer defaulting on its financial obligation, assessed on the

prevailing economic conditions at the reporting date, adjusted to take into account estimates of future economic conditions that are

likely to impact the risk of default either over the next 12 months for Stage 1 financial assets, or over the remaining lifetime, for Stage

2 financial assets

.

•

Loss given default ("LGD"):

Represents the Group's expectation of the extent of loss on a defaulted exposure. The LGD varies by type

of counterparty, type and seniority of claim and availability of collateral or other credit support. The determination of LGD takes into

account expected future cash flows from collateral and other credit enhancements or expected payouts from bankruptcy proceedings

for unsecured claims and, where applicable, time to realization of collateral and the seniority of claims. LGD is expressed as a

percentage loss per unit of EAD

.

•

Discount Rate:

The implied discount factor based on the original EIR of the financial asset or an approximation thereof.

The PD and LGD are determined for three different scenarios whereas EAD projections are treated as scenario independent.

The ECL is determined by projecting the PD, LGD and EAD for each time step between future cash flow dates and for each individual exposure

or collective segment. These three components are multiplied together and adjusted for the likelihood of survival, if appropriate. This effectively

calculates an ECL for each future period, which is then discounted back to the reporting date and added up.

The Group recognises an ECL allowance on irrevocable commitments to extend credit, financial guarantee contracts (LGs) and letters of credit

(LCs), on the date that the Group becomes a party to the irrevocable commitment. No ECL allowance is recognised on revocable loan

commitments, as such commitments do not meet the definition of a financial instrument. For revolving lending exposures (i.e. facilities that

include both a loan and a revocable undrawn commitment component), the EAD represents the expected balance at default, taking into account

any expected drawdowns, based on the Group’s historical experience. The ECL allowance on financial guarantees and letters of credit written

by the Group, is based on the Credit Conversion Factor (“CCF”) applicable to the relevant financial instrument type, which converts the off-

balance sheet amount to an EAD amount.

Notes to the Financial Statements

Group and Bank

258

The Bank has initiated the process of enhancing its credit risk assessment process, incorporating climate and environmental factors for the

purposes of evaluating borrower’s risk of default and ultimately the ECL calculation. Acknowledging the importance and potential impact of

Environmental, Social and Governance (ESG) risks, the Bank has proceeded with the identification and materiality assessment of such risks and

their incorporation in the overall risk management framework, and is committed to monitoring, assessing and managing the particular risks

going forward.

More specifically, taking into account the relevant supervisory expectations regarding the climate-related risk classification and in particular,

the requirement to use granular information, evaluate and quantify how climate related risks affect credit risk (and effectively ECL) as well as

the ECB's "Good Practices for climate-related and environmental Risk Management“, the Bank:

i.

has developed and implements bespoke ESG obligor assessment questionnaires (scorecards) in its credit approval process, in order to assess

the performance of its corporate clientele on ESG factors, taking into account sector level characteristics and the significance of certain ESG

factors for individual companies depending on their economic activity, and

ii.

is in the process to investigate the incorporation of Climate and Environmental (“C&E”) risks to credit rating, by combining the outcome of

ESG scorecards with the obligor’s internal risk rating. Relevant analyses are underway and are expected to be further enhanced, as more

historical data becomes available and methodological approaches mature.

In addition, the Bank has already incorporated the impact of physical and transition risks in the collateral valuation performed through physical

inspection of real estate properties. The subsequent use of these valuations in the estimation of LGD and LTV (Loan-to-Value) practically affects

the ECL calculation for the real estate collateralized exposures.

Management adjustments to expected credit losses

Management adjustments may be performed to factor in certain conditions and circumstances prevailing at the reporting date which are not

fully captured into the ECL models, based on management judgment. These relate to post-model adjustments (“PMAs”) to the ECL model output

which are calculated and allocated at a granular level following relevant risk assessment and analysis, resulting in either an increase or a decrease

in the total ECL allowance, and to in-model adjustments to model inputs. Further information on adjustments applied is disclosed in Note 4.2.6

“Impairment of amortised cost and FVTOCI financial assets”.

Forward looking economic inputs

Forward looking information (FLI) is incorporated in the ECL measurement of collectively assessed loans and debt securities through the PD and

LGD models. The expected recoveries (cash flow recoveries or liquidation of collateral) used in the ECL measurement of wholesale lending

exposures individually assessed, takes into account FLI based on the Bank’s forecasts of the relevant macroeconomic factors.

The Group applies three scenarios, i.e. baseline, optimistic, adverse, developed by the Bank’s Economic Analysis Division (“EADN”). The

macroeconomic scenarios used for measuring ECL are the same with the ones used for evaluating SICR.

The main macroeconomic variables utilized by the Group, affecting the level of ECL are the following:

•

GDP growth rate

•

House price index (HPI)

Significant Increase in Credit Risk

A financial asset is classified as Stage 2 when a SICR since its initial recognition has occurred and the financial asset does not meet the definition

for Stage 3. At each reporting date, the Group performs the SICR assessment on the individual financial instrument level by comparing the risk

of a default occurring over the remaining expected lifetime of the exposure with the expected risk of a default as estimated at origination.

The Group's process to assess SICR is multi-factor and has three main components:

•

a quantitative element

, i.e. reflecting a quantitative comparison of PD or credit rating at the reporting date versus the respective

metric at initial recognition;

•

a qualitative element

, i.e. all Forborne Performing Exposures (FPE), in accordance with EBA ITS, internal watch list for corporate

obligors; and

•

"backstop" indicators

: The Group applies on all lending exposures the IFRS 9 presumption that a SICR has occurred when the financial

asset is more than 30 days past due. In addition, the EBA backstop indicator of the threefold increase in PD is applied as a rule for Stage

2 allocation for lending exposures.

Further information on SICR is disclosed in Note 4.2.6 “Impairment of amortised cost and FVTOCI financial assets”.

Notes to the Financial Statements

Group and Bank

259

2.7

Derivative financial instruments and hedging

2.7.1

Derivative financial instruments

Derivative financial instruments including foreign exchange contracts, forward rate agreements, currency and interest rate swaps, interest rate

futures, currency and interest rate options (both written and purchased) and other derivative financial instruments are initially recognised in

the Statement of Financial Position at fair value and subsequently are re-measured at their fair value. Derivatives are presented in assets when

favourable to the Group and in liabilities when unfavourable to the Group. Where the Group enters into derivative instruments used for trading

purposes, realised and unrealised gains and losses are recognised in the Income Statement in “Net trading income / (loss) and results from

investment securities”.

A derivative may be embedded in another financial instrument, known as a “host contract”. If the host is a contract other than a financial asset,

the embedded derivative is bifurcated from its host contract and treated as a separate derivative, provided that its risk and economic

characteristics are not closely related to those of the host contract, it meets the accounting definition of a derivative, and the host contract is

not carried at fair value with unrealized gains and losses reported in the Income Statement.

If the host contract is a financial asset, IFRS 9 precludes the separation of any embedded derivatives from a hybrid contract that is a financial

asset within its scope. Instead, the hybrid financial asset is measured at fair value in its entirety.

2.7.2

Continuation of IAS 39 hedge accounting requirements

IFRS 9 includes an accounting policy choice to continue IAS 39 hedge accounting, which the Group has exercised, and will comply with the

revised annual hedge accounting disclosures as required by the related amendments to IFRS 7

Financial Instruments: Disclosures

. Refer to Note

20 "Derivative financial instruments".

2.7.3

Hedge accounting

Certain derivative instruments transacted as effective economic hedges under the Group’s risk management positions, do not qualify for hedge

accounting under the specific rules of IAS 39 and are therefore treated in the same way as derivative instruments held for trading purposes.

The Group also uses derivative instruments as part of its asset and liability management activities to manage exposures to interest rate, foreign

currency and credit risks, including exposures arising from forecast transactions. The Group applies fair value, cash flow or net investment hedge

accounting when transactions meet the specified criteria to obtain hedge accounting treatment. The Group’s criteria for a derivative instrument

to be accounted for as a hedge include:

i.

at inception of the hedge, there is formal designation and documentation of the hedging instrument, hedged item, hedging objective,

strategy and relationship;

ii.

the hedge is documented showing that it is expected to be highly effective in offsetting the risk in the hedged item throughout the

hedging period. A hedge is considered to be highly effective when the Group achieves offsetting changes in fair value between 80

percent and 125 percent for the risk being hedged; and

iii.

the hedge is highly effective on an ongoing basis.

2.7.4

Fair value hedges

For qualifying fair value hedges, the change in fair value of the hedging derivative is recognised in the Income Statement along with the

corresponding change in the fair value of the hedged item that is attributable to that specific hedged risk.

If the hedge relationship no longer

meets the criteria for hedge accounting, for reasons other than the derecognition of the hedged item, or the hedging designation is revoked,

the cumulative adjustment to the carrying amount of the hedged item, is, in the case of interest bearing financial instruments, amortised to the

Income Statement over the remaining term of the original hedge item, while for non-interest bearing instruments that amount is immediately

recognised in the Income Statement. If the hedged item has been derecognised, e.g. sold or repaid, the unamortized fair value adjustment is

recognised immediately in the Income Statement.

2.7.5

Cash flow hedges

Fair value gains or losses associated with the effective portion of a derivative designated as a cash flow hedge are recognised initially in Οther

comprehensive income.

When the cash flows that the derivative is hedging (including cash flows from transactions that were only forecast

when the derivative hedge was effected) materialize, resulting in income or expense, then the associated gain or loss on the hedging derivative

is simultaneously transferred from Other comprehensive income to corresponding income or expense line item.

If a cash flow hedge for a forecast transaction is deemed to be no longer effective, or the hedge relationship is terminated, the cumulative gain

or loss on the hedging derivative previously reported in Other comprehensive income is transferred to the Income Statement when the

committed or forecast transaction occurs even if it is no longer probable that it will occur. If the forecasted transaction is no longer expected to

occur, then the cumulative gain or loss is transferred immediately to the Income Statement.

The foreign currency risk of a highly probable forecast intragroup transaction may qualify as a hedged item in the consolidated Financial

Statements, provided that: (a) the transaction is denominated in a currency other than the functional currency of the entity entering into that

transaction; and (b) the foreign currency risk will affect the consolidated Income Statement.

Notes to the Financial Statements

Group and Bank

260

2.7.6

Portfolio Hedges (Macro-Hedge)

The Group and the Bank apply macro fair value hedging to its demand deposits, in accordance with IAS 39, as adopted by the EU (IAS 39 ‘’carve-

out’’). The hedged items are determined by identifying portfolios of homogenous demand deposits based on their contractual interest rates,

expected maturity and other risk characteristics. Deposits within the Identified portfolios are allocated to repricing time buckets based on

expected, rather than contractual, repricing dates. The hedging instruments (pay floating/receive fixed rate interest rate swaps) are designated

appropriately to those repricing time buckets. Hedge effectiveness is measured by comparing fair value movements of the designated

proportion of the bucketed deposits due to the hedged risk, against the fair value movements of the derivatives, to ensure that they are within

an 80% to 125% range.

The accounting treatment of the financial derivatives designated as macro fair value hedges is similar to that of other fair value hedging

instruments. Changes in the fair value of the portfolio of macro-hedged instruments are reported in the Income Statement under “Net trading

income / (loss) and results from investment securities”.

Refer to Note 20 “Derivative financial instruments” for details on the Group’s and Bank’s hedge strategy in relation to macro fair value (portfolio)

hedges.

2.7.7

Hedge effectiveness testing

To qualify for hedge accounting, the Group requires that at the inception of the hedge and throughout its life, each hedge must be expected to

be highly effective (prospective test) and demonstrate actual effectiveness (retrospective test) on an ongoing basis.

The documentation of each hedging relationship sets out how effective the hedge is assessed.

The method the Group adopts for assessing

hedge effectiveness will depend on its risk management strategy.

The Group implements a number of reliefs that apply to all hedging relationships directly affected by interest rate benchmark reform (i.e.

Interest Rate Benchmark Reform Phase 1). The reliefs apply during the period before the replacement of an existing interest rate benchmark

with an alternative risk-free rate (“RFR”). A hedging relationship is affected if interest rate benchmark reform gives rise to uncertainties about

the timing and or amount of benchmark-based cash flows of the hedged item or the hedging instrument. The reliefs cease to apply once certain

conditions are met. These include when the uncertainty arising from IBOR reform is no longer present with respect to the timing and amount

of the benchmark-based cash flows of the hedged item, if the hedging relationship is discontinued or once amounts in the cash flow hedge

reserve have been released.

Hedge ineffectiveness is recognized in the Income Statement in “Net trading income / (loss) and results from investment securities”.

2.8

Fair value of financial instruments

The Group measures the fair value of its financial instruments based on a framework for measuring fair value that categorises financial

instruments based on a three-level hierarchy of the inputs to the valuation technique, as discussed below.

Level 1

: Unadjusted quoted market prices in active markets for identical assets or liabilities. Level 1 assets and liabilities include debt and equity

securities and derivative contracts that are traded in an active market. An active market, is a market in which transactions for assets or liabilities

take place with sufficient frequency and volume to provide pricing information on an ongoing basis and are characterized with low bid/ask

spreads.

Level 2

: Observable inputs other than Level 1 quoted prices, such as quoted prices for similar assets or liabilities, that NBG can access at the

measurement date, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable

market data (for example derived from prices) for substantially the full term of the assets or liabilities. Level 2 assets and liabilities include debt

securities with quoted prices that are traded less frequently than exchange-traded instruments, as well as debt securities without quoted prices

and certain derivative contracts whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques

with inputs that are observable in the market or can be derived principally from or corroborated by observable market data. This category

generally includes government and corporate debt securities with prices in markets that are not active and certain over-the-counter (“OTC”)

derivative contracts.

Level 3:

Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

If a fair value measurement uses observable inputs that require significant adjustment based on unobservable inputs, that measurement is a

Level 3 measurement. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted

cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant

Management judgment or estimation.

The level in the fair value hierarchy within which the fair value measurement is categorised in its entirety, is determined on the basis of the

lowest level input that is significant to the fair value measurement in its entirety. For this purpose, the significance of an input is assessed against

the fair value measurement in its entirety.

Notes to the Financial Statements

Group and Bank

261

2.9

Derecognition

2.9.1

Financial assets

A financial asset (or, where applicable, a part of a financial asset or group of similar financial assets) is derecognised when:

•

the rights to receive cash flows from the asset have expired;

•

the Group retains the right to receive cash flows from the asset but assumes a contractual obligation to pay the cash flows to one or

more recipients under a ‘pass through’ arrangement. Under a pass through arrangement the Group has no obligation to pay amounts

to the eventual recipient unless it collects equivalent amounts from the original asset, the Group is prohibited by the terms of the

transfer contract from selling or pledging the original asset other than as security to the eventual recipient for the obligation to pay

them cash flows and the Group has an obligation to remit any cash flows it collects on behalf of the eventual recipient without material

delay. Furthermore, the Group is not entitled to reinvest such cash flows, except in cash and cash equivalents during a short settlement

period and interest earned on such investments is passed to the eventual recipients.; or

•

the Group has transferred its rights to receive cash flows from the asset and either (a) has transferred substantially all the risks and

rewards of the asset, or (b) has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred

control of the asset. NBG has transferred control when the transferee has the practical ability to sell the asset in its entirety to an

unrelated third party and is able to exercise that ability unilaterally and without needing to impose additional restrictions on the

transfer.

When the Group has transferred its rights to receive cash flows from an asset and has neither transferred nor retained substantially all the risks

and rewards of the asset nor transferred control of the asset, the asset is recognised to the extent of the Group’s continuing involvement in the

asset. Continuing involvement in the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of

the asset and the maximum amount of consideration that the Group could be required to repay.

As part of its activities, the Group securitises certain financial assets, generally through the sale of these assets to special purpose entities, which

issue securities collateralised with these assets.

To the extent that the Group sells these securities to third party investors, the transferred assets may qualify for derecognition in full or in part.

Gains or losses on transfers that qualify for derecognition are based on the carrying amount of the financial assets derecognised and the retained

interest, based on their relative fair values at the date of the transfer.

Modification of financial assets

A financial asset may also be derecognised if, upon renegotiation of the contractual terms of the lending arrangement, the modification of the

terms is substantial enough to be considered as an expiry of the contractual rights to the cash flows of the original instrument, in which case a

new financial asset is recognised based on the revised contractual terms. The new financial asset is recognised at fair value at the date of the

modification and the difference between the fair value of the new financial asset and the net carrying amount of the original one is recognised

in the income statement as a derecognition gain or loss.

When the modification is not considered substantial in order to lead to derecognition, the gain or loss arising from the modification is calculated

as the difference between the present value of the new contractual cash flows (i.e. based on the modified terms) discounted by the original

effective interest rate of the loan and the carrying amount post write-off (if any). Further information on modification that does not lead to

derecognition is disclosed in Note 4.2.11 “Forbearance”.

2.9.2

Financial liabilities

A financial liability is derecognised when the obligation specified in the contract is discharged, cancelled or expired.

When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing

liability are substantially modified, the exchange or modification is treated as a derecognition of the original liability and the recognition of a

new liability, and the difference between the carrying amount of the extinguished or transferred liability and the consideration paid including

any non-cash assets transferred or liabilities assumed is recognised in the Income Statement.

For financial liabilities, the Group considers a modification to be substantial based on qualitative factors and if it results in a difference between

the adjusted discounted present value and the original carrying amount of the financial liability of, or greater than, ten percent.

2.10

Sale and repurchase agreements

Securities sold subject to a commitment to repurchase them at a predetermined price (‘Repos’) are retained on the Statement of Financial

Position and the counterparty liability is included in amounts Due to banks, Due to customers or Other deposits, which are classified in Due to

customers in the Statements of Financial Position, as appropriate. Securities purchased under agreement to resell (‘Reverse Repos’) are

recorded as Due from banks or Loans and advances to customers, as appropriate. The difference between sale and repurchase price (or the

purchase and resale price) is treated as interest expense (or income) and accrued over the life of the Repos (or Reverse Repos) agreement using

the effective interest rate method. The Group’s policy is to monitor the market value of the principal amount loaned under resale agreements

and obtain collateral from or return collateral pledged to counterparties when appropriate, thus these financing agreements do not create

material credit risk.

Notes to the Financial Statements

Group and Bank

262

2.11

Securities borrowing and lending

Securities borrowing and lending transactions are usually collateralised by securities or cash. Cash advanced or received as collateral is recorded

as an asset or liability.

Securities borrowed are not recognised in the Statement of Financial Position, unless they are then sold to third parties, in which case, the

obligation to return the securities is recorded at fair value as a trading liability with any gains or losses included in the Income Statement in “Net

trading income”.

The Group monitors the market value of the securities borrowed and lent on a regular basis and provides or requests additional collateral in

accordance with the underlying agreements.

Fees and interest received or paid are recorded as interest income or interest expense, on an

accrual basis.

2.12

Regular way purchases and sales of financial assets and liabilities

“Regular way” purchases and sales of financial assets and liabilities (that is, those that require delivery within the time frame established by

regulation or market convention) are recognised on the settlement date apart from trading and investment securities and derivative financial

instruments, which are recognised on the trade date, which is the date that the Group commits to purchase or sell the asset. Other purchases

and sales of trading securities are treated as derivatives until settlement occurs.

2.13

Offsetting

A financial asset and a financial liability are offset and the net amount presented on the Statement of Financial Position when the Group has a

legally enforceable right to set off the recognised amounts and intends either to settle the asset and liability on a net basis, or to realise the

asset and settle the liability simultaneously. The legal right to set off the recognised amounts must be enforceable in all circumstances, in both

the normal course of business and in the event of default of one of the counterparties. Please refer to Note 4.8 “Offsetting financial assets and

financial liabilities”.

2.14

Commodity broker-trader

The Βank acts as a broker-dealer with respect to emission rights and measures those emission rights, that do not qualify as a derivative financial

instrument but as a commodity, at fair value less costs to sell. These emission rights are presented in the Statement of Financial Position in

“Other assets” and the changes in fair value less costs to sell are recognised in the period of the change and are presented in the Income

Statement in “Net trading income and results from investment securities”.

2.15

Revenue recognition

Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably

measured. Revenue associated with the rendering of services is recognized by reference to the stage of completion of the transaction at the

end of the reporting period.

2.15.1

Interest and similar income

Interest from interest-bearing assets and liabilities is recognized as net interest income using the EIR. EIR is the rate that discounts expected

future cash receipts through the expected life of the financial instrument to its gross carrying amount. The calculation takes into account the

contractual interest rate, along with any fees or incremental costs that are directly attributable to the instrument and all other premiums or

discounts.

2.15.2

Fee and commission income

Fee and commission income includes asset management fees, commission fees, investment banking fees and credit card fees. The Group

recognizes asset management fees based on time elapsed, which depicts the rendering of investment management services over time.

Commission income includes sales, mutual fund management fees and brokerage commissions. Sales and brokerage commissions are generally

recognized at a point in time when the transaction is executed. Mutual fund management fees are recognized over time and are generally

calculated based on the average daily net asset value of the fund during the period.

Investment banking fees include advisory fees and underwriting fees and are generally recognized at a point in time as income upon successful

completion of the engagement.

2.16

Property and equipment, RoU assets and foreclosed assets

Property and equipment include land and buildings, leasehold improvements, transportation and other equipment, held by the Group for use

in the supply of services or for administrative purposes. Property and equipment are initially recorded at cost, which includes all costs necessary

to bring an asset into operating condition. Right-of-Use (“RoU”) assets are presented together with Property and equipment in the Statement

of Financial Position, and are analysed in Note 26 "Property and equipment". For more information on the accounting for RoU Assets see Section

Notes to the Financial Statements

Group and Bank

263

2.21 “Leases”.

Property and equipment are subsequently measured at cost less accumulated depreciation and accumulated impairment losses. Costs incurred

subsequent to the acquisition of an asset which is classified as property and equipment are capitalised only when it is probable that they will result in

future economic benefits to the Group beyond those originally anticipated for the asset, otherwise they are expensed as incurred.

Depreciation begins when the asset is available for use and ceases only when the asset is derecognised. Depreciation of an asset that is retired

from active use does not cease unless it is fully depreciated, but its useful life is reassessed. Property and equipment are depreciated on a

straight-line basis over their estimated useful lives as follows:


Land	No depreciation
Buildings	Not exceeding 50 years
Leasehold improvements	Residual lease term, not exceeding 12 years
Furniture and related equipment	Not exceeding 12 years
Motor vehicles	Not exceeding 10 years
Hardware and other equipment	Not exceeding 5 years
Right-of-use assets	Straight-line basis over the lease term

At each reporting date the Group assesses whether there is any indication that an item of property or equipment and RoU may be impaired. If

any such indication exists, the Group estimates the recoverable amount of the asset. Where the carrying amount of an asset exceeds its

estimated recoverable amount, it is written down to its recoverable amount. The impairment loss is recognised in the Income Statement under

“Credit provisions and other impairment charges”. Gains and losses on disposal of property and equipment are determined by reference to

their carrying amount and are recorded in the Income Statement in “Net other income/ (expense)”.

Foreclosed assets

Assets that are classified as “Foreclosed assets” are included in the Statement of Financial Position in “Other assets” upon actual foreclosure or

when physical possession of the collateral is taken, through mutual agreement or court action. Foreclosed assets arise when the Group initiates

legal actions for debt collection upon the recognition that repayment or restructuring of the debt cannot be achieved. In case the exposures

are collateralized with assets, legal actions involve the initiation of an auction program that targets the repayment of the loans through the

collateral liquidation value. Foreclosed assets are initially measured at the fair value of the property less estimated costs to sell. Prior to

foreclosure, any write-downs, if necessary, are charged to “Other impairment charges” in the Income Statement.

Subsequent to acquisition, gains or losses on the disposal of, and losses or gains up to the amount of previous write-downs arising from the

(periodic) revaluation of repossessed properties are recorded in the Income Statement in “Net other income/(expense)” and “Other impairment

charges”, respectively. Foreclosed assets that are held for capital appreciation or rental income, are classified in the Statement of Financial

Position as “Investment property”.

2.17

Investment property

Investment property includes land and buildings owned by the Group (or held through a finance lease agreement) with the intention of earning

rent or for capital appreciation or both, and is initially recorded at cost, which includes transaction costs.

Subsequent to initial recognition, investment property is measured at cost less accumulated depreciation and any accumulated impairment

losses.

Investment property is depreciated on a straight-line basis over its estimated useful life, which approximates the useful life of similar assets

included in property and equipment. Investment property is reviewed for impairment when there is an indication of impairment or at least on

an annual basis.

2.18

Software

includes costs that are directly associated with identifiable and unique software products controlled by the Group that are anticipated

to generate future economic benefits exceeding costs beyond one year. Expenditure, which enhances or extends the performance of computer

software programs beyond their original specifications is recognised as a capital improvement and added to the original cost of the software.

Software is amortised using the straight-line method over the useful life, not exceeding a period of 20 years.

In particular for

internally generated software,

the amount initially recognised is the sum of the expenditure incurred from the date when the

intangible asset first meets the recognition criteria. Where no internally generated intangible asset can be recognised, development expenditure

is charged in the period in which it is incurred to the Income Statement.

Research costs are expensed as incurred. An internally generated software arising from development expenditure incurred on an individual

project is recognized only when the Group can demonstrate:

•

the technical feasibility of completing the internally generated software so that it will be available for use,

•

its intention to complete and use the asset,

Notes to the Financial Statements

Group and Bank

264

•

the ability to use the asset,

•

how the asset will generate future economic benefits,

•

the ability of adequate technical, financial and other resources to complete the development and use the asset and

•

the ability to measure reliably the expenditure during development.

Following the initial recognition of the development expenditure, the cost model is applied requiring the asset to be carried at cost less any

accumulated amortization and impairment losses.

Expenditure on starting up an operation or branch, training personnel, advertising and promotion and relocating or reorganizing part or the

entire Group is recognised as an expense when it is incurred.

2.19

Impairment of software

The Group assesses software for possible impairment annually or more frequently if there are indications for impairment. If such indications

exist an analysis is performed to assess whether the carrying amount of software is fully recoverable.

A write-down is made if the carrying

amount exceeds the recoverable amount. Any impairment loss is recognised in Income Statement in “Credit provisions and other impairment

charges”.

2.20

Insurance operations

The amendment to IFRS 4

Insurance Contracts

“Applying IFRS 9 Financial Instruments with IFRS 4 Insurance Contracts”, adopted by the EU on 3

November 2017, provides the option for entities that predominantly undertake insurance activities to defer the effective date of IFRS 9 until 1

January 2023. The effect of such a deferral is that those entities may continue to report their financial statements under the existing standard

IAS 39.

This temporary exemption from IFRS 9, which was limited to groups that predominantly undertook insurance activities according to the IASB

amendment, has been extended to the insurance sector of financial conglomerates as defined by the Directive 2002/87/EC as adopted by the

European Union.

Τhe Group applied this amendment to NIC, its insurance business which continued to apply IAS 39 “Financial instruments: Recognition and

Measurement” up to the date of sale, 31 March 2022.

2.21

Leases

The Group at the inception of a contract assess whether the contract is or contains a lease based on whether the Group has the right to control

the use of an identified asset for a period of time obtaining substantially all the economic benefits from the use of the asset in exchange for

consideration.

2.21.1

A Group company is the lessee

The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets for

which lease payments are recognised as operating expenses on a straight-line basis over the lease term.

At the commencement date of the lease the Group:

•

Recognises a right of use (“RoU”) asset representing the Group’s right to use the underlying asset in the statement of financial position.

•

Recognises a lease liability that represents the present value of the Group’s obligation to make lease payments over the lease terms

in the statement of financial position.

•

Recognises depreciation on the RoU asset.

•

Reviews the RoU assets for impairment whenever events or circumstances indicate that the carrying amount may not be recoverable

over the remaining life. Any impairments are charged to the income statement.

•

Recognises interest expense on the lease liabilities in the income statement.

•

Separates the total amount of cash paid into the principal portion presented within financing activities and the accrued interest

expense portion presented within operating activities in the cash flow statement.

2.21.2

RoU assets

As stated above, the Group recognises RoU assets at the commencement date of the lease (i.e., the date the underlying asset is available for

use). RoU assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease

liabilities. The cost of RoU assets includes the amount of lease liabilities recognised, initial direct costs incurred, restoration costs and lease

payments made at or before the commencement date less any lease incentives received. RoU assets are depreciated on a straight-line basis

over the lease term.

The RoU assets are presented in “Property and equipment”.

Notes to the Financial Statements

Group and Bank

265

2.21.3

Lease liabilities

As stated above, at the commencement date of the lease, the Group recognises lease liabilities which are initially measured at the present value

of the future lease payments, discounted using the rate implicit in the lease or, if this rate cannot be readily determined, the lessee’s incremental

borrowing rate (IBR). The IBR is the rate of interest that the Group would have to pay to borrow over a similar term, and with a similar security,

the funds necessary to obtain an asset of a similar value to the RoU asset in a similar economic environment.

The lease payments include fixed payments (less any lease incentives receivable), variable lease payments that depend on an index or a rate,

and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option

reasonably certain to be exercised by the Group and payments of penalties for terminating the lease, if the lease term reflects exercising the

option to terminate.

Variable lease payments that do not depend on an index or a rate are recognised as expenses in the period in which the event or condition that

triggers the payment occurs. The lease liability is remeasured when there is a change in future lease payments arising from a change in an index

or a rate, if there is a change in the Group’s estimate of the amounts expected to be payable under a residual value guarantee, or if the Group

changes its assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this

way, a corresponding adjustment is made to the carrying amount of the RoU asset, or is recorded in the Income Statement if the carrying

amount of the RoU asset has been reduced to zero.

2.21.4

Short-term leases and leases of low-value assets

The Group has elected not to recognize RoU assets and lease liabilities for short-term leases that have a lease term of 12 months or less and

leases of low-value assets (€5,000 or less). The Group recognizes the lease payments associated with these leases as an expense on a straight-

line basis over the lease term (Note 12 "Administrative & other operating expenses").

2.21.5

A Group company is the lessor

Finance lease

: When assets are leased out under a finance lease, the present value of the minimum lease payments is recognized as a receivable.

Lease income is recognized over the term of the lease using the net investment method (before tax), which reflects a constant periodic rate of

return. Finance lease receivables are included in loans and advances to customers.

Operating lease

: Leases in which the Group does not transfer substantially all the risks and rewards incidental to ownership of an asset are

classified as operating leases. Property leased out under operating leases are included in the Statement of Financial Position based on the nature

of the asset. They are depreciated over their useful lives on a basis consistent with similar owned property. Rental income (net of any incentives

given to lessees) is recognised on a straight-line basis over the lease term.

2.22

Cash and cash equivalents

For the purposes of the Cash Flow Statement, cash and cash equivalents include cash on hand, unrestricted balances held with central banks,

amounts due from other banks and highly liquid financial assets with original maturities of less than three months from the date of acquisition

such as treasury bills and other eligible bills, investment and trading securities which are subject to insignificant risk of changes to fair value and

are used by the Group in the management of its short-term commitments.

2.23

Provisions

Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow

of resources embodying economic benefits will be required to settle the obligation and a reliable estimate of the amount of the obligation can

be made.

2.24

Financial guarantee contracts

A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse the holder for a loss it incurs

because a specified debtor fails to make payment when due in accordance with the original or modified terms of a debt instrument.

A financial guarantee contract, other than those assessed as insurance contracts, is recognised initially at their fair value and subsequently

measured at the higher of: (a) the unamortized balance of the related fees received and deferred, and (b) the amount of the ECL allowance

determined in accordance with IFRS 9.

2.25

Employee benefits

Group companies operate various post-employment benefit plans in accordance with local conditions and practices in their respective countries.

Such plans are classified as defined benefit and defined contribution plans.

Notes to the Financial Statements

Group and Bank

266

2.25.1

Pension plans

a. Defined benefit plans

A defined benefit plan is a post-employment benefit plan that defines an amount of benefit to be provided, determined using a number of

financial and demographic assumptions. The most significant assumptions include age, years of service or compensation, life expectancy, the

discount rate, expected salary increases and pension rates. For defined benefit plans, the liability is the present value of the defined benefit

obligation as at the reporting date minus the fair value of the plan assets. The defined benefit obligation and the related costs are calculated by

independent actuaries on an annual basis at the end of each annual reporting period, using the projected unit credit method. The present value

of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high quality corporate

bonds or government bonds that are denominated in the currency in which the benefits will be paid and, which have terms to maturity

approximating the terms of the related liability, or for currencies for which there is no deep market in such high quality corporate bonds, the

market yields (at the end of the reporting period) on government bonds denominated in that currency shall be used. Net interest is calculated

by applying the discount rate at the beginning of the period to the net defined liability/(asset). Service cost (current service cost, past service

cost (including the effect of curtailments) and gains or losses on settlements) and net interest on the net defined benefit liability/(asset) are

charged to the income statement and are included in staff costs. The defined benefit obligation net of plan assets is recorded on the Statement

of Financial Position, with changes resulting from remeasurements (comprising actuarial gains and losses, the effect of the changes to the asset

ceiling (if applicable) and the return on plan asset (excluding interest)) recognized immediately in OCI, with no subsequent recycling to profit or

loss, in order to fully reflect the full value of the plan deficit or surplus.

b. Defined contribution plans

A defined contribution plan is a post-employment benefit plan under which the Group pays fixed contributions into a separate entity and has

no legal or constructive obligations to pay further contributions, if the entity does not hold sufficient assets to pay all employees’ benefits

relating to employee service in the current and prior periods. Group contributions to defined contribution plans are charged to the income

statement in the year to which they relate and are included in staff costs.

2.25.2

Share based payment transactions

The Bank has issued a share award scheme granting free shares to qualified employees (see Note 46

“Stock Award Program”

). The scheme is

an equity settled share based payment measured at fair value at the grant date and is recognised in the income statement.

2.25.3

Termination benefits

A liability for a termination benefit is recognised at the earlier of when the Group and the Bank can no longer withdraw the offer of the

termination benefit and when the entity recognises any related restructuring costs.

2.26

Income taxes

Current income tax liability is based on taxable profit for the year. Taxable profit differs from profit/(loss) for the period as reported in the

Income Statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items

that are never taxable or deductible. The Group’s current income tax liability is calculated using tax rates that have been enacted or substantively

enacted by the balance sheet date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the

financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet

liability method.

The principal temporary differences arise from revaluation of certain financial instruments, including securities and derivatives, insurance

reserves, provisions for defined benefit obligations and other post retirement benefits, loss from the Private Sector Initiative (“PSI”) and

property and equipment. DTA relating to the unused tax losses carried forward are recognised to the extent that it is probable that sufficient

taxable profits will be available in the future against which these deductible temporary differences can be utilised.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability

is settled, based on laws that have been enacted or substantially enacted at the reporting date.

Deferred tax assets and liabilities are not recognized if the temporary differences arise from the initial recognition of goodwill or from the initial

recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profits nor the

accounting profits.

Recognition of deferred tax assets is based on Management’s best estimate that it is more probable than not that the tax benefits associated

with certain temporary differences, such as tax losses carried forward and tax credits, will be realized, based on all available evidence. The

carrying amount of deferred tax assets is reviewed semi-annually and reduced to the extent that it is no longer probable that sufficient taxable

profits will be available to allow all or part of the asset to be recovered. In making such determination, the Group and the Bank consider all

available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income

and recent financial results. In the event the Group and the Bank were to determine that it would be able to realize their deferred income tax

assets in the future in excess of their recorded amount, it would make an adjustment to increase the carrying amount of deferred tax assets.

Notes to the Financial Statements

Group and Bank

267

Current and deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current income tax advances against

current income tax liabilities and when they relate to income taxes levied by the same taxation authority and the Management intends to settle

its current tax assets and liabilities on a net basis.

Deferred income tax is recognised for temporary differences arising from investments in subsidiaries, associates and joint ventures, except

where the timing of the reversal of the temporary difference can be controlled by the Group and it is probable that the difference will not

reverse in the foreseeable future.

Deferred income tax relating to fair value changes of investment securities measured at FVTOCI and cash flow hedges, which are charged or

credited to other comprehensive income, is also credited or charged to other comprehensive income where applicable and is subsequently

recognised in the Income Statement together with the deferred gain or loss.

Deferred income tax is recognised for transactions, that on initial recognition give rise to equal taxable and deductible temporary differences,

such as leases and decommissioning obligations. The Group considers the right of use assets and the lease-related liabilities as a single

transaction, consequently, on the initial recognition date, the amount of deferred tax asset offsets the amount of deferred tax liability. The net

temporary differences resulting from later variations in the right of use assets and lease liabilities subsequently result in a deferred tax asset or

liability. If it is a deferred tax asset, it is subject to the recoverability criteria of IAS 12 “Income Taxes”.

2.27

Debt securities in issue and other borrowed funds

Debt securities issued and other borrowed funds are initially recognised at fair value net of transaction costs incurred. Subsequent measurement

is at amortised cost (unless they are designated as at fair value through profit or loss) and any difference between net proceeds and the

redemption value is recognised in the Income Statement over the period of the borrowings using the effective interest rate method.

2.28

Share capital, treasury shares and other equity items

Share and other equity items issue costs

: Incremental external costs directly attributable to the issue of shares and other equity items, other

than on a business combination, are deducted from equity net of any related income tax benefit.

Dividends on ordinary shares, preference shares and preferred securities

: Dividends on ordinary shares are recognised as a liability in the

period in which they are approved by the Bank’s Shareholders at the Annual General Meeting.

Dividends on preference shares and preferred

securities classified as equity are recognised as a liability in the period in which the Group becomes committed to pay the dividend.

Treasury shares

: NBG shares held by the Group are classified as treasury shares and the consideration paid including any attributable

incremental external costs, net of income taxes, is deducted from total shareholders’ equity until they are cancelled, reissued or resold. Treasury

shares do not reduce the number of shares issued but affect the number of outstanding shares used in the calculation of earnings per share.

Treasury shares held by the Bank are not eligible to receive cash dividends. Any difference between acquisition cost and ultimate proceeds from

subsequent resale (or reissue) of treasury shares is included in shareholders’ equity and is therefore not to be considered a gain or loss to be

included in the Income Statement.

2.29

Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief

operating decision-maker is the person or group that allocates resources to and assesses the performance of the operating segments of an

entity. The Group has determined the Executive Committee as its chief operating decision-maker.

All transactions between business segments are conducted on an arm’s length basis, with inter-segment revenue and costs being eliminated.

Income and expenses directly associated with each segment are included in determining business segment performance.

Geographical segments include income from assets that are either located or are managed in the respective geographical areas.

2.30

Assets and liabilities held for sale and discontinued operations

Non-current assets and disposal groups are classified as held for sale if their carrying amount will be recovered principally through a sale

transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the asset (or disposal

group) is available for immediate sale in its present condition.

Management must be committed to the sale, which should be expected to qualify

for recognition as a completed sale within one year from the date of classification except as permitted by IFRS 5, and actions required to

complete the plan should indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

Non-current assets held for sale on initial classification are measured at their lower of their carrying amount and their fair value less costs to

sell.

Assets and liabilities of disposal groups classified as held for sale and non-current assets classified as held for sale are shown separately on

the face of the Statement of Financial Position.

Impairment losses on initial classification as held for sale are included in the income statement, even when there is a revaluation.

The same

applies to gains and losses on subsequent re-measurement.

If the Group has classified an asset (or disposal group) as held for sale, but the criteria for classification as such are no longer met, the Group

Notes to the Financial Statements

Group and Bank

268

ceases to classify the asset (or disposal group) as held for sale.

The Group measures a non-current asset (or disposal group) that ceases to be

classified as held for sale (or ceases to be included in a disposal group classified as held for sale) at the lower of:

•

its carrying amount before the asset (or disposal group) was classified as held for sale, adjusted for any depreciation or amortisation

that would have been recognised had the asset (or disposal group) not been classified as held for sale, and

•

its recoverable amount at the date of the subsequent decision not to sell.

A discontinued operation is a component of the Group’s business that represents a separate major line of business or geographical area of

operations that has been disposed of or is classified as held for sale or is a subsidiary acquired exclusively with a view to resale. Classification as

discontinued operations occurs upon disposal or when the operations meet the criteria to be classified as held for sale.

The results of discontinued operations are shown as a single amount on the face of the income statement comprising the post-tax profit or loss

of discontinued operations and the post-tax gain or loss recognized either on measurement to fair value less costs to sell or on the disposal of

the discontinued operation.

2.31

Government grants

Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received and the

Group will comply with all attached conditions. Government grants relating to costs are deferred and recognised in the income statement over

the period necessary to match them with the costs that they are intended to compensate.

The Group accounts for the potential reduction in the borrowing rate under the Targeted Longer-Term Refinancing Operations III program

(“TLTRO III”) as government grant under IAS 20. The income from the government grant is presented in the Income Statement in Net interest

income and is recognized when there is reasonable assurance that the Group will receive the grant and will comply with the conditions attached

to the grant.

2.32

Related party transactions

Related parties include entities, which the Bank has the ability to exercise significant influence in making financial and operating decisions.

Related parties include the members of the Board of Directors, the members of the (Extended) Executive Committees of the Bank, other General

Manager with decision making power, the key management of the Group companies, their close relatives, companies controlled or joint

controlled by them and companies over which they can influence the financial and operating policies.

2.33

Fiduciary and trust activities

The Group provides fiduciary and trust services to individuals and other institutions, whereby it holds and manages assets or invests funds

received in various financial instruments at the direction of the customer.

The Group receives fee income for providing these services.

Trust

assets are not assets of the Group and are not recognised in the financial statements.

The Group is not exposed to any credit risk relating to

such placements, as it does not guarantee these investments.

2.34

Earnings /(losses) per share

A basic earnings per share (EPS) ratio is calculated by dividing the profit or loss for the period attributable to ordinary shareholders by the

weighted average number of ordinary shares outstanding during the period excluding the average number of ordinary shares purchased by the

Group and held as treasury shares.

A diluted earnings per share ratio is computed using the same method as for basic EPS, but the determinants are adjusted to reflect the potential

dilution that could occur if convertible debt securities, options, warrants or other contracts to issue ordinary shares were converted or exercised

into ordinary shares.

NOTE 3

Critical judgments and estimates

The preparation of the Financial Statements in accordance with IFRSs requires Management to make judgments, estimates and assumptions

that affect the reported amount of assets, liabilities, income and expense in the consolidated and separate Financial Statements and

accompanying notes. The Group believes that the judgments, estimates and assumptions used in the preparation of the consolidated and

separate financial statements are appropriate.

The most significant areas, for which judgments, estimates and assumptions are required in applying the Group’s accounting policies, are the

following:

3.1

Fair value of financial instruments

The fair values of financial instruments that are not quoted in active markets are determined by using valuation techniques. These include

present value methods and other models based mainly on observable input parameters and to a smaller extent on non-observable input

Notes to the Financial Statements

Group and Bank

269

parameters. Valuation models are used primarily to value derivatives transacted in the over-the-counter market and bonds that are not traded

on an active market.

These models take into consideration the impact of credit risk. For derivatives, this impact is estimated by calculating a separate credit value

adjustment (“CVA”) for each counterparty to which the Group has exposure. The calculation considers expected exposures generated using

simulation techniques, as well as netting agreements and collateral postings. Furthermore, the CVA is based on expected loss rates derived

from Credit Default Swaps (“CDS”) rates observed in the market, or, if these are not available, the probability of default of the counterparty

derived from internal rating models, or otherwise the regulatory risk weight is applied. With respect to the impact of own credit risk on the

valuation of derivatives, the Group applies a methodology symmetric to the one applied for CVA.

All valuation models are validated before they are used as a basis for financial reporting. Valuation results of material models are periodically

reviewed by qualified personnel independent of the area that performed the development. Wherever possible, the Group compares valuations

derived from models with quoted prices of similar financial instruments and with actual values when realised, in order to further validate and

calibrate its models. A variety of factors are incorporated into the Group’s models, including actual or estimated market prices and rates, such

as time value and volatility, market depth and liquidity, and changes in own credit risk for financial liabilities.

The Group applies its models consistently from one period to the next, ensuring comparability and continuity of valuations over time, but

estimating fair value inherently involves a significant degree of judgment. Management therefore periodically reviews the output of the model

to cover the risks associated with the estimation of unobservable input parameters and the assumptions within the models themselves.

Although a significant degree of judgment is, in some cases, required in establishing fair values, Management believes the fair values recorded

in the Statement of Financial Position and the changes in fair values recorded in the Income Statement or the Statement of Comprehensive

Income are reasonable and reflect the underlying economics, based on the controls and procedural safeguards employed.

Additional information related to fair value of financial instruments is disclosed in Note 4.7 "Fair value of financial assets and liabilities".

3.2

Income taxes

The Group is subject to income taxes in various jurisdictions. Significant judgment is required in determining the provision for income taxes and

the amount of deferred tax asset that is recoverable. The Group considers many factors including statutory, judicial and regulatory guidance in

estimating the appropriate accrued income taxes for each jurisdiction. There are many transactions and calculations for which the ultimate tax

determination is uncertain during the ordinary course of business. The Group recognizes liabilities for anticipated tax audit issues based on the

technical merits of tax position taken and estimates of whether additional taxes will be due. Where the final tax outcome of these matters is

different from the amounts that were initially recorded, such differences will impact the current and deferred income tax assets and liabilities

in the period in which the final outcome is determined.

Deferred tax assets are recognized in respect of tax losses and deductible temporary differences to the extent that it is probable that future

taxable profit will be available against which the losses and deductible temporary differences can be utilized. Estimating the expected future

taxable income requires the application of judgment and making assumptions about the future trends of the key drivers of profitability, such as

loan and deposits volumes and spreads and operating expenses.

As of 31 December 2023 the Bank assessed the recoverability of its deferred tax asset, taking into account the actual performance for the year

ended 31 December 2023 and by preparing analytical financial projections up to the end of 2026 with best estimates regarding the growth

assumptions thereafter. Based on the above, Management concluded that a deferred tax asset of €4,346 million for the Group and €4,335

million for the Bank may be treated as realizable.

The amount of the deferred tax asset on tax losses and deductible temporary differences is currently treated as non-realizable, however, could

be recognised in future periods if estimates of future taxable income during the carry-forward period are increased. Taxable income is calculated

in accordance with the applicable tax laws and regulations; accordingly taxable income should not be considered as equal to or an alternative

to net income.

3.3

Pension benefits - Defined benefit obligation

The present value of the defined benefit obligations depends on a number of factors that are determined on an actuarial basis using a number

of assumptions such as mortality, disability and rates of employee turnover and financial assumptions such as the discount rate, salary changes

and benefit levels. Any changes in these assumptions will impact the carrying amount of defined benefit obligations. The Group determines the

appropriate discount rate at the end of each year by reference to market yields based on high quality corporate bonds that are denominated in

the currency in which the benefits will be paid and that have terms to maturity approximating the terms of the related defined benefit

obligations. Where a deep market in these bonds does not exist, estimates of rates which take into account the risk and maturity of the related

liabilities are used.

Additional information related to other key assumptions for defined benefit obligations is disclosed in Note 11 "Retirement benefit obligation".

Notes to the Financial Statements

Group and Bank

270

3.4

Impairment assessment of investments in subsidiaries, associates and joint ventures in individual

financial statements

The Bank accounts for and assesses for impairment investments in subsidiaries, associates and joint ventures in its separate financial statements

as described in Note 2.4.8 “Impairment assessment of investments in subsidiaries, associates and joint ventures in individual financial

statements”, above. This assessment requires the use of certain assumptions and estimates, which Management believes are reasonable and

supportable in the existing market environment and commensurate with the risk profile of the assets valued. However, different ones could be

used which would lead to different results.

3.5

Assessing whether the contractual cash flows are SPPI

The Group assesses whether the contractual cash flows of lending exposures including securitised notes issued by special purpose entities and

loans with non-recourse features, as well as debt securities are SPPI compliant. When performing this assessment significant judgment may be

applied. Specifically, the Group applies significant judgment when considering whether non-recourse features significantly affect future cash

flows. In order to conclude whether the loan represents a basic lending agreement and its return does not vary based on the performance of

the underlying asset or project, the Group assesses whether there is an adequate buffer to absorb credit losses primarily by comparing the

value of asset performance indicators, (e.g. loan-to-value and average debt servicing coverage ratio) against predefined thresholds. Significant

judgement is also applied when assessing if securitised notes issued by special purpose vehicles are SPPI compliant, the cash flow characteristics

of the notes, the underlying pool of financial assets as well as the credit risk inherent in each securitization’s tranche is taken into account for

this assessment.

3.6

Measurement uncertainty in determination of ECL estimates

The measurement of ECL requires Management to apply significant judgment and make estimates and assumptions that involve significant

uncertainty at the time they are determined. Changes to these estimates and assumptions can result in significant changes to the amount and

timing of ECL allowance to be recognised. The most significant sources of measurement uncertainty relate to the following ECL factors:

Determination of a significant increase of credit risk

The Group assesses whether a SICR has occurred since initial recognition based on qualitative and quantitative criteria that include significant

management judgment. Further information on the criteria applied is disclosed in Note 4.2.6 “Impairment of amortised cost and FVTOCI

financial assets”. More stringent criteria could significantly increase the number of financial instruments classified into Stage 2. All staging

criteria and thresholds determined based on FLI are subject to validation by the Bank’s Model Validation Unit. Changes in the staging criteria

are approved by the Group’s Executive Committee and Board Risk Committee.

Model risk management in the IFRS 9 models

Compliance with the impairment requirements of IFRS 9 requires the use of a variety of models. The complexity of the models as well as

dependency to other model-based inputs is high, therefore any changes in inputs and data (e.g., ORRs, behavioural scores etc.), as well as new

or revised models, may significantly affect the ECL allowance. The models are validated by the Bank’s Model Validation Unit, in accordance with

the Bank’s Model Risk Management Framework. Further information is disclosed in Note 4.2.6 “Impairment of amortised cost and FVTOCI

financial assets”.

Forward looking information

FLI is incorporated in the ECL measurement of collectively assessed loans and debt securities through the PD and LGD models. The expected

recoveries (cash flow recoveries or liquidation of collateral) used in the ECL measurement of corporate lending exposures individually assessed,

take into account FLI based on the Bank’s forecasts of the relevant macroeconomic factors. Management selects forward-looking scenarios and

assesses the suitability of respective weights to be applied. Each of the scenarios is based on Management’s assumptions over future economic

conditions in the form of macroeconomic, market and other factors. Changes in the scenarios and weights, the relevant macroeconomic

variables and the assumptions made for the forecast horizon may have a significant effect on the ECL allowance. More information is disclosed

in Note 4.2.6 “Impairment of amortised cost and FVTOCI financial assets”.

3.7

Leases

The Group as a lessee determines the lease term as the non-cancellable period of a lease, together with any periods covered by an option to

extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain

not to be exercised. The Group applies judgement in evaluating whether it is reasonably certain or not to exercise an option to extend or

terminate a lease, by considering all relevant facts and circumstances that create an economic incentive for the Group to exercise the option to

extend the lease or not to exercise the option to terminate the lease.

After the commencement date the Group reassesses the lease term upon the occurrence of a significant event or a significant change in

circumstances that is within its control that affects whether it is reasonably certain to exercise an option not previously included in the

Notes to the Financial Statements

Group and Bank

271

determination of the lease term, or not to exercise an option previously included in the determination of the lease term.

The Group cannot readily determine the interest rate implicit in the lease, therefore, it uses its incremental borrowing rate (IBR) to measure

lease liabilities. The IBR is the rate of interest that the Bank or its subsidiaries would have to pay to borrow over a similar term, and with a similar

security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment.

The Group estimates the IBR using observable inputs (such as market interest rates) when available and is required to make certain entity-

specific adjustments (such as an adjustment for credit risk) taking into account the terms and conditions of the lease.

3.8

Assessment of control over investees

Management exercises judgement to assess if the Group controls another entity including structured entities. The assessment of control or loss

of control is carried out according to the Group’s accounting policies and applicable accounting standards. Management’s assessment of control

takes into account the structure of the transaction, the contractual arrangements and whether the Group directs the substantive decisions that

affect returns.

3.9

Portfolio Hedges (Macro-Hedge)

The Group and the Bank apply portfolio hedging where interest rate derivatives are used to hedge against fair value changes of its demand

deposits due to changes in benchmark interest rate risk. The Group ‘s and Bank’s hedge accounting policies include an element of judgement

and estimation, in particular, in respect of the projected behaviour of the demand deposits in portfolio fair value hedges. Estimates of future

interest rates and the general economic environment will influence the availability and timing of suitable hedged items, with an impact on the

effectiveness of the hedge relationships. Judgement is exercised to ascertain the assumptions and amortisation conventions used to determine

the maturities of financial liabilities for the purpose of documenting the related macro fair value hedge accounting. Details of the Bank’s hedge

accounting policies are described in Note 2.7.6 “Portfolio Hedges (Macro Hedge)”.

3.10

Provisions

The Group establishes provisions in its financial statements for which it believes it is probable that a loss will incur in the future to settle a

present legal or constructive obligation and the amount of the loss can be reasonably estimated. Judgement is exercised for the determination

of whether a present obligation exists. These provisions are derived from the best estimate of the outflow required to settle the present

obligation. This estimate is determined by Management after taking into account experience from relevant transactions and in some cases

expert reports. At each reporting date, provisions are revisited in order to reflect the best estimates of the obligation.

NOTE 4

Financial risk management

The Group considers effective risk management to be a key factor in its ability to deliver sustained returns to the shareholders.

The Group

allocates substantial resources to keep upgrading its policies, processes, methods and infrastructure to ensure compliance with best

international practices and the guidelines of the Basel Committee for Banking Supervision.

4.1

Group Risk Management Governance Framework

The Group aims to adopt practices regarding risk management governance, taking into account all relevant guidelines and regulatory

requirements. The risk management processes of the Group distinguish among the following kinds of risk: credit risk, concentration risk, market

risk, interest rate risk in the banking book, counterparty credit risk, liquidity risk, operational risk and model risk.

The Group Risk Management Governance Framework is described in detail in the Risk Management section of the Board of Directors Report.

4.2

Credit risk

Credit risk is the risk of financial loss relating to the failure of a borrower to meet its contractual obligations. It arises in lending activities as well

as in various other activities where the Group is exposed to the risk of counterparty default, such as trading, capital markets and settlement

activities. Credit risk is the largest single risk the Group faces. The credit risk processes are conducted separately by the Bank and each of its

subsidiaries. The credit risk procedures established by the subsidiaries are coordinated by the Group Credit Risk Control Division (GCRCD). The

sections below refer to the processes followed by the Bank.

4.2.1

Credit policy for corporate lending

The credit policies for corporate lending of the Bank and its Subsidiaries set out the fundamental principles for the identification, measurement,

approval, monitoring and reporting of the credit risk related to the corporate portfolio and ensure equal treatment for all obligors.

The credit policy of the Bank (“Corporate Credit Policy”) and any exceptions to the Corporate Credit Policy are approved by the BoD upon

recommendation of the Board Risk Committee (BRC) following proposal by the Group CRO to the Senior Executive Committee and the BRC. The

Corporate Credit Policy is reviewed on an annual basis and revised whenever deemed necessary and in any case every two years.

Notes to the Financial Statements

Group and Bank

272

4.2.2

Credit policy for retail lending

The credit policy for retail lending (“Retail Credit Policy”) sets the minimum credit criteria, principles, procedures and guidelines for managing

and controlling credit risk undertaken in retail portfolios, both at Bank and Group level. Its main scope is to enhance, guide and regulate the

effective and adequate management of credit risk, thus achieving a viable balance between risk and return.

The Retail Credit Policy is approved by the BoD upon the recommendation of the BRC, following proposal by the Group CRO, to the Senior

Executive Committee and the BRC. Credit policy is reviewed on an annual basis and is revised whenever deemed necessary and in any case at

least every two years.

The Retail Credit Policy is communicated through the respective credit policy regulations serving three basic objectives:

•

to set the framework for basic credit criteria, rules and procedures,

•

to consolidate retail credit policies of the Group, and,

•

to establish a common approach for managing retail banking risks.

The credit policy regulations are approved by the Senior Executive Committee and are reviewed whenever deemed necessary.

The NBG Group Retail Credit Division reports directly to the Chief Credit Officer (“CCO”) and its main task is to evaluate, design and approve the

Credit Policy that governs the retail banking products, both locally and abroad. Furthermore, the NBG Group Retail Credit Division closely

monitors the consistent implementation of both the Retail Credit Policy provisions and credit granting procedures.

Through the application of the Retail Credit Policy, the evaluation and estimation of credit risk, for new as well as for existing products, are

effectively facilitated. The Senior Executive Committee is regularly informed on all aspects covered by the Retail Credit Policy. Remediation

Action Plans are put together to resolve the issues, whenever necessary, within the risk appetite and strategic orientation of the Bank.

4.2.3

Credit granting processes

The Group’s credit granting processes are described in the “Risk Management” section of the Board of Directors Report, under “Management

of Risks | Credit Risk”.

4.2.4

Credit risk assessment, monitoring and internal ratings

The Bank uses different credit risk rating models and methodologies, according to the specific characteristics of credit portfolios, which are

monitored systematically by GCRCD and validated according to the validation cycle defined in the Model Validation Policy by the independent

MVU. More specifically:

Corporate Portfolio

NBG has developed a corporate portfolio rating system (initially approved and certified by the Bank of Greece for Pillar I purposes) which is used

to quantify risk parameters, such as Probability of Default (“PD”), and supports mainly the credit approval process while it is also utilized for

pricing, ICAAP calculation, reporting and provisioning purposes. The rules for classifying obligors into rating grades are set out in detail in the

Corporate Credit Policy. In brief, NBG’s Obligor Risk Rating (ORR) scale contains 21 grades, 19 of which correspond to obligors who are not in

default status and 2 to obligors who are in default status. Different exposures against the same obligor receive the same rating grade, regardless

of the specificities of various characteristics of credit (e.g. type of facility, collateral provided, etc.). The rating procedure is carried out at least

annually or earlier in cases where new information or new financial data is made available and may affect the risk undertaken. The Bank uses

four types of models to assess the creditworthiness of corporate obligors. All these models, are hosted on the Credit Lens (CL) platform,

developed by Moody’s. Corporate obligors are assessed via the following models:

1.

Corporate Rating Model (CRM): A “Hybrid” rating model implemented via Moody’s Credit Lens (CL) platform, focusing on companies

with full financial data

2.

Specialised Lending – Slotting Criteria Scorecards: Project and Object Finance credits

3.

Limited Financials Scorecards: Applied to newly founded companies and smaller firms with limited financial data, which keep simplified

B-class accounting ledgers (i.e., single entry books)

4.

Expert judgement model: Used for specific type of obligors (such as Local Authorities and municipal enterprises, Non-Profit

Organizations, etc,) that cannot be rated by the remaining number of models for the Corporate portfolio, hosted on Credit Lens

platform

All these models produce ordinal rankings of obligors (or credits, in the case of project and object finance) in the ORR scale which are then

mapped into a unique PD. Models are calibrated, whenever necessary, validated in accordance with the Bank’s Model Validation Policy and

their performance is consistently monitored by GCRCD in adherence to established business expectations.

Apart from the above models, NBG has developed and implemented the Early Warning System (EWS) for its Corporate Clientele; a

comprehensive framework that identifies, monitors and manages obligors with credit deterioration at very early stages. EWS was introduced in

2018, and comprises efficient and effective structures, processes and tools to support early arrears management.

With regard to the pricing of the Corporate Obligors, NBG has established a well-defined Risk-Based Pricing (RBP) Framework that is based on

fundamental pricing principles and is governed by relevant policies, robust pricing methodologies and tools. NBG’s RBP Framework covers the

Notes to the Financial Statements

Group and Bank

273

new business production as well as the renewal of existing credit relationships for Corporate portfolio. It takes into account the Bank’s Risk

Appetite Framework (RAF), the current regulatory framework, the international accounting standards and the relevant provisioning models. On

a regular basis (at least annually) it is reviewed and revised, if deemed necessary.

The universe of all models related to corporate portfolio is presented below.

Credit Risk Models by use, type and portfolio


Model Use	Model Type	Corporate
	PD	1
IFRS 9 Models	EAD	1
	LGD	1
	PD	5
ICAAP (Pillar II)	EAD	-
	LGD	-
Pricing Tools		1
Early Warning System (EWS)		1
Total		10

Retail Portfolio

The management of credit risk in the retail portfolio starts with the approval stage.

The underwriting process is centralised which ensures

segregation of duties and uniform enforcement of underwriting standards. Every new application is assessed using product-based

application/origination scorecards. Furthermore, throughout the life of each credit, the payment behaviour is regularly monitored, using

statistically-developed behavioural scorecards, at both account and customer level. Monitoring reports about the quality of each retail loan

book are regularly (more frequently than annually) provided by GCRCD for management review and corrective measures are proposed to

mitigate and control credit risk, whenever necessary.

The mortgage

portfolio in particular, is reviewed using more advanced methods since the Bank adopted the A- IRB approach in 2008 for

estimating capital requirements against credit risk for mortgage exposures.

The Bank’s PD model was developed in 2009, and based on more

recent re-calibrations, was used for capital calculation purposes under the IRB Approach. Since the Bank’s reversion to the Standardized

Approach in June 2019, the model is used for Internal Capital (ICAAP) calculation purposes as well as for internal reporting and portfolio

monitoring purposes. Any non-defaulted exposure is rated using this PD model on a monthly basis and is classified in one of 10 rating grades

with common risk attributes (pools).

Each rating grade is assigned a different PD. All defaulted exposures receive a PD equal to 100%.

Furthermore, an internally developed LGD model for mortgage loans is used mainly for financial reporting purposes, but also for ICAAP, Stress

Test and Budget/Business/NPE/Recovery Planning purposes. The model consists of three components; the first component produces transition

probabilities to any discrete state an account can be found from the previous state it has been classified taking into account macro-economic

factors, the second one estimates recovery rates and the third component incorporates the expected recovered amount from collateral

liquidation. Both the aforementioned PD and LGD models are validated according to the validation cycle set as defined in the Model Validation

Policy by the independent Model Validation Unit (MVU) and is monitored regularly by GCRCD.

As far as loans and advances to SBL customers are concerned, the same basic principle of centralised assessment and monitoring is followed as

in the corporate portfolio.

All credit applications are evaluated first, at inception, and then at least once a year and certainly, on credit limits

renewal dates.

The assessment is performed through a suite of credit risk models, which enables the measurement, management and approval

of credit risk. The models utilize a wide range of both company’s and key owners’ information, transactional data (i.e. current accounts and

credit cards transactions), as well as other elements such as the ecosystem of the related companies and positive credit bureau information.

The model outcome is combined with the existing Small Business behavioral model and the Retail behavioral model for company owners’,

resulting to a final Obligor Risk Rating which corresponds to a PD and reflects the obligor’s creditworthiness.

In addition, an LGD model for SBL is in place and used mainly for financial reporting purposes, but also for ICAAP, Stress Test and

Budget/Business/NPE/Recovery Planning purposes. The methodology considers three model components (Curing, Recoveries, Loss Given

Liquidation) that lead to the implementation of a conceptually sound calculation technique which takes into account obligor and portfolio

specific characteristics and the long-run economic conditions of the Greek market.

As above, SBL’s PD and LGD models are validated according to the validation cycle set as defined in the Model Validation Policy by the

independent MVU and monitored regularly by GCRCD.

As in the Corporate Portfolio, NBG implements an EWS for its retail population and more specifically for Mortgage, Consumer & SBL portfolios,

aiming at identifying possible credit losses at a very early stage. The framework is supported by the appropriate procedure documents, controls

and tools for achieving effective early arrears management.

As far as the pricing is concerned, a well-established Risk-Based Pricing (RBP) Framework is also implemented for the retail clientele, governed

by relevant policies, robust pricing methodologies and tools.

The universe of all models related to retail portfolio is presented below.

Notes to the Financial Statements

Group and Bank

274

Credit Risk Models by use, type and portfolio


		Mortgage	Consumer	Revolving
Model Use	Model Type	loans	Term Loans	Facilities	SBL	Total
	PD	1	1	1	1	4
IFRS 9 Models	EAD	-	-	1	1	2
	LGD	1	1	1	1	4
	PD	1	-	-	4	5
ICAAP (Pillar II)	LGD	1	-	-	1	2
Pricing Tools		1	1	1	1	4
Early Warning System (EWS)		1	1	2	1	5
	Application	1	2	1	-	4
Score cards	Behavioral	3	2	6	-	11
	Customer Level
	Behavioral	4	4	4	-	12
Total		14	12	17	10	53

4.2.5 Concentration risk management

The Bank manages the extension of credit, controls its exposure to credit risk and ensures its regulatory compliance based on an internal limits

system. The process for managing concentration risk is described in the “Risk Management” section of the Board of Directors Report, under

“Management of Risks | Concentration Risk”.

4.2.6

Impairment of amortised cost and FVTOCI financial assets

An ECL allowance is recognised for all financial assets measured at amortised cost, debt financial assets measured at FVTOCI, lease receivables,

financial guarantee contracts and certain loan commitments that meet the financial instrument definition. The Bank has established a policy for

impairment of financial instruments under IFRS 9 (the “Impairment Policy”), which also applies to all subsidiaries and establishes guidelines on

measurement of ECL. The Group’s accounting policies on recognition and measurement of ECL are described in Note 2.7.7 “Impairment –

Expected Credit Losses”. Based on the Impairment Policy, the Financial Assets Impairment Provision and Write-off Committee is responsible

for:

•

Reviewing and approving the macroeconomic scenarios and the probability weights proposed to each scenario.

•

Ensuring that the ECL allowance on all financial assets and off-balance sheet commitments within the scope of IFRS 9 is estimated in

accordance with the Impairment Policy.

•

Ensuring compliance with the approved procedures for calculating financial assets impairment provision.

•

Reviewing and approving the amount of the ECL allowance which has been measured either on an individual basis by the responsible

Divisions, or on a collective basis by the dedicated ECL calculation system.

Definition of default

The Group has aligned the definition of default for financial reporting purposes, with the NPE definition used for regulatory purposes, as per

the EBA ITS, thus a financial asset is considered as credit impaired, and is classified into Stage 3, when it is classified as NPE in accordance with

the Group’s NPE and Forbearance Classification Policy. Furthermore, EBA published the Final Guidelines (EBA/GL/2016/07) on the application

of the definition of default under Article 178 of Regulation (EU) No. 575/2013 and Regulation (EU) 2018/1845 of the European Central Bank

(ECB), in relation to the threshold for assessing the materiality of credit obligations past due, with the intention of harmonizing its application

among European Financial institutions and improving consistency in the way these institutions estimate regulatory requirements to their capital

positions, being applied from 1 January 2021.

The new definition of default results in classification of exposures (except for those held for trading or debt securities where the borrower has

no other exposures with the Group) into Stage 3 according to the following main criteria:

a)

Unpaid payments of over €100 for Retail €500 for Non-retail for more than 90 consecutive days, representing at least 1% of the total

exposure of the obligor. For the Corporate portfolio, the assessment takes place at obligor level across the Group, as opposed to a

facility level assessment for Retail exposures. In case of credit cards, the exposure is considered non-performing in case of more than

three (3) unpaid monthly instalments. Only missed payments related to business litigations, specific contractual features or IT failures

(i.e., ‘technical past due’ situations) may avoid automatic transfer into Stage 3 after 90 days.

b)

A 3-month probation period for non-forborne exposures, during which no default trigger applies.

c)

Identification of other criteria that evidence, even in the absence of missed payments, that it is unlikely that the counterparty could

meet all its financial obligations (UTPs), including indicatively the following:

Notes to the Financial Statements

Group and Bank

275

•

the granting of concessions towards obligors facing or about to face difficulties in meeting their financial commitments that

result in a decrease in the present value of cash flows of more than 1% of its initial value (a distressed restructuring resulting in

a diminished financial obligation);

•

the partial or full sale of credit obligations at a material credit-related economic loss, i.e. >5%;

•

losses recognised in the Income Statement for instruments measured at fair value that represent credit risk impairment.

A commitment is regarded as NPE if, when withdrawn or otherwise used, it would lead to exposures that present a risk of not being paid back

in full without realisation of collateral. Financial guarantees written by the Bank are regarded as NPE for their nominal value when the financial

guarantee is at risk of being called by the holder of the guarantee, including, in particular, when the underlying guaranteed exposure meets the

criteria to be considered as NPE.

A debt security is considered as credit impaired under an objective approach, and classified into Stage 3, when at least one payment of capital

or interest is overdue by the issuer, based on the contractual terms of the instrument, irrespective of the days past due. In addition, a debt

security is assessed as credit impaired if there is at least one external credit rating on the security or the issuer (if no external rating on the

security is available) corresponding to Default or Selective Default.

Significant increase in credit risk (SICR)

A non-credit impaired asset is classified in Stage 2 if it has suffered a SICR, otherwise it is classified in Stage 1. An assessment as to whether a

significant increase in credit risk has occurred since initial recognition is performed at each reporting period on the individual financial

instrument level, by considering the change in the risk of default occurring over the remaining expected lifetime of the financial instrument.

The assessment compares the risk of default occurring at the reporting date compared with that at initial recognition, taking into account

reasonable and supportable information, including information about past events, current conditions and future economic conditions. The

assessment is unbiased, probability-weighted, and to the extent relevant, uses forward-looking information consistent with that used in the

measurement of ECL.

The Bank assesses SICR, in accordance with the principles set in the Impairment Policy, which includes the following:

•

a quantitative element

, i.e., reflecting a quantitative comparison of PD or credit rating at the reporting date versus the respective

metric at initial recognition,

•

a qualitative element

, that is all Forborne Performing Exposures (FPE) and internal watch list for corporate obligors; and

•

“Backstop” indicators

: The Group applies the IFRS 9 presumption that a SICR has occurred when the financial asset is more than 30

days past due on all lending exposures. In addition, the EBA backstop indicator of the threefold increase in PD is applied as a rule for

Stage 2 allocation for lending exposures.

The abovementioned criteria regarding the quantitative element and backstop indicators are further analysed below per type of exposure:

a. Retail lending exposures

Stage allocation is performed by the comparison of scenario weighted lifetime PDs from the risk assessment performed at origination versus

the weighted lifetime PDs at each reporting date, for the financial asset’s residual term. In order to identify SICR since initial recognition and

determine whether the financial asset shall be transferred from Stage 1 to Stage 2 on a quantitative basis, the Bank has developed a separate

threshold model for each group of retail lending exposures (mortgage, consumer and SB exposures). SICR threshold models are statistically

estimated utilizing historical data in the IFRS 9 lifetime PD modelling framework. The resulting thresholds derived from the models are not

altered exogenously. Thresholds are relative and vary depending on the level of lifetime PD at origination, also ensuring that higher origination

PDs are associated with lower SICR thresholds. As at 31 December 2023, the estimated average relative increase for SICR identification can

range between 58% and 123%, depending on the group of retail loans portfolio.

In addition, for exposures with lifetime PD equal to or greater than 0.3% at the reporting date, the EBA backstop indicator of the threefold

increase in lifetime PD is applied as a rule for Stage 2 allocation.

b. Corporate lending exposures

SICR is assessed based on changes in the obligor’s internal credit rating since origination. The SICR threshold for a financial asset to be transferred

to Stage 2 on a quantitative basis, ranges from one notch to eight notches downgrade in terms of the ORR scale, whereby thresholds are wider

for obligors whose credit risk at origination was lower and consequently narrower for obligors whose credit risk at origination was higher.

In addition, for exposures with 12-month point-in-time (“PiT”) PD (based on the PD to which the credit ratings of obligors in the ORR scale have

been mapped, as described in Note 4.2.4 “Credit risk assessment, monitoring and internal ratings”) equal to or greater than 0.3% at the reporting

date, the EBA backstop indicator of the threefold increase in 12-month PiT PD is applied as a rule for Stage 2 allocation.

c. Debt securities and other financial assets

All debt securities and financial assets due from sovereigns and financial institutions are assessed on an individual basis in order to determine

if a SICR has occurred since initial recognition, based on external credit ratings. If an external credit rating is available for a debt security, then

SICR is assessed based on this rating, rather than the issuer’s rating, in order to incorporate in the analysis any instrument-specific credit

Notes to the Financial Statements

Group and Bank

276

characteristics. All other financial assets due from sovereigns and financial institutions, such as money market placements, reverse repurchase

agreements and unrated debt securities, are assessed for SICR based on the counterparty’s or issuer’s external credit rating. Any of the

aforementioned financial assets rated as ‘investment grade’ at the reporting date, are assumed as having low credit risk and are classified within

Stage 1 without any further SICR analysis.

Movement of financial assets to Stage 1

Financial assets are transferred back to Stage 1 when the SICR criteria are no longer met.

ECL measurement period

Τhe period over which lifetime ECL is measured is based on the maximum contractual period over which the Bank is exposed to credit risk,

which is determined in accordance with the substantive terms of the contract. For revolving lending exposures, the period of exposure is

determined based on the expected credit risk management actions and historical experience.

Forward-looking information

ECL measurement incorporates forward-looking information (FLI). The Group selects three forward-looking scenarios of the future path of

economic activity in Greece and combines them with a set of weights that represent the probability of occurrence of each of these scenarios.

The Group assesses the suitability and plausibility of the respective weighted scenario, combining relevant information from official sources,

major rating agencies and credible sources of private forecasters’ polls, and uses an econometric model relating GDP with the future path of

other macroeconomic variables used in ECL calculations, in conjunction with a minimum set of exogenous forward-looking conditioning

variables. The selected scenarios for GDP growth and the related weights are approved by the Management. More specifically, the Bank applies

three forward-looking macroeconomic scenarios, i.e., baseline, optimistic and adverse, with a probability weighting of 55%, 20% and 25%,

respectively, developed by the Economic Analysis Division. The macroeconomic scenarios and the respective weights are approved by the

Financial Assets Impairment Provision and Write-off Committee whereas the adequacy and performance of the modeling framework is assessed

by the MVU as part of the validation process of the models used to estimate ECL in accordance with the Model Validation Policy. The

macroeconomic scenarios used for measuring ECL are the same with the ones used for evaluating SICR.

The macroeconomic variables utilized by the Bank relate to Greek economic factors and the ECL allowance is mainly driven by the changes in

gross domestic product (GDP) and house price index (HPI). As regards HPI, the values corresponding to the optimistic scenario are assumed to

be equal to those of the baseline over the projection period, in view of the uncertainty and the idiosyncratic non-modeled drivers of this market

under the current juncture. The annual average forecasts in the medium-term horizon (2024-2028) under the three macroeconomic scenarios

for each of these 2 key variables are the following:


	Baseline	Optimistic	Adverse
GDP growth (%)	2.0	3.2	-0.2
HPI growth (%)	3.6	3.6	1.5

The ECL allowance is sensitive to changes in forward-looking scenarios of the aforementioned macroeconomic variables. Given that the Group’s

ECL allowance is mainly driven by the Bank, Management assessed and considered the sensitivity of the Bank’s ECL allowance on loans and

advances to customers at amortised cost against reasonably possible changes in these specific variables, compared to the FLI scenarios utilised

in the ECL measurement as of 31 December 2023. The sensitivity analysis was performed assuming a “favourable” and an “adverse” shift in the

three FLI scenarios for GDP and HPI growth, while retaining the same probability weights assigned to each scenario (i.e. 55%, 20% and 25% for

the baseline, optimistic and adverse scenarios, respectively). These two variations of the original set of GDP growth scenarios have been used

to derive two model-based sets of scenario paths for all macroeconomic variables (including the HPI) since GDP plays a pivotal role in the

modelling of all other variables. Moreover, an additional sensitivity analysis focusing exclusively on the HPI growth was performed keeping all

other macroeconomic variables constant to their original values.

The alternative scenarios were applied to the full trajectory of GDP growth and HPI (2024-2050), with the average deviation assumed for each

macroeconomic variable and scenario presented in the following table:


	Change compared to FLI scenarios used in the ECL measurement as
	of 31 December 2023 and 2022, expressed in percentage points
Alternative scenario assumed	Baseline	Optimistic	Adverse
Higher GDP	+1.0	+1.0	+1.0
Lower GDP	-1.0	-1.0	-1.0
Higher HPI	+1.0	+1.0	+1.0
Lower HPI	-1.0	-1.0	-1.0

The impact on the ECL allowance for each of the alternative scenarios assumed for GDP and HPI by impairment stage is presented below,

expressed as a percentage of the Bank’s ECL allowance on loans and advances to customers at amortised cost as at 31 December 2023 and

2022. The impact on the ECL allowance should be read in the context of the sensitivity analysis as a whole, in conjunction with the narrative

Notes to the Financial Statements

Group and Bank

277

disclosures provided above.


As at 31 December 2023	ECL Impact
Alternative scenario assumed	Stage 1	Stage 2	Stage 3	Total
Higher GDP	-0.2%	-0.9%	-0.5%	-1.6%
Lower GDP	+0.2%	+0.9%	+0.4%	+1.5%
Higher HPI	-0.04%	-0.2%	-0.2%	-0.4%
Lower HPI	+0.05%	+0.2%	+0.2%	+0.4%


As at 31 December 2022	ECL Impact
Alternative scenario assumed	Stage 1	Stage 2	Stage 3	Total
Higher GDP	-0.03%	-1.3%	-0.5%	-1.9%
Lower GDP	+0.01%	+1.4%	+0.4%	+1.9%
Higher HPI	-0.03%	-0.2%	-0.2%	-0.4%
Lower HPI	+0.03%	+0.2%	+0.2%	+0.5%

As at 31 December 2023, the assignment of a 100% probability weight on the optimistic scenario would decrease the Bank’s ECL allowance by

1.7% compared to the probability weighted ECL allowance (31 December 2022: -2.0%), while the assignment of a 100% probability weight on

the adverse scenario would increase the Bank’s ECL allowance by 2.7% compared to the probability weighted ECL allowance (31 December

2022: +3.1%).

Model risk management in the IFRS 9 models

Compliance with the impairment requirements of IFRS 9 requires the use of a variety of models. The complexity of the models as well as

dependency to other model-based inputs is high, therefore any changes in inputs and data (e.g. ORRs, behavioral scores etc.), as well as new or

revised models, may significantly affect the ECL allowance. The models are validated by the Bank’s MVU, in accordance with the Bank’s Model

Risk Management Framework. The Bank’s Model Validation Policy outlines all key metrics and statistical tests used to quantitatively assess the

following models and methodologies used to estimate the credit risk and measure ECL:

•

PD, LGD and EAD models

•

SICR methodology

•

FLI macroeconomic models to predict future projections of the relevant macroeconomic parameters

The model validation process comprises the assessment of the qualitative and the quantitative aspects of a model as they are presented in

detail in the Model Validation Policy and its Annexes. As part of the qualitative assessment, the qualitative aspects primarily encompass the

completeness, correctness and consistency of the input data, the model design, its compliance with the existing internal and external

requirements, the thoroughness of its implementation in the Bank’s source systems and the model use, while the quantitative assessment

involves evaluating the model’s discriminatory power, accuracy and the stability of the resulting model outcomes.

Management adjustments in the ECL measurement of loans and advances to customers

The Group, in the context of its provisional framework, may occasionally make use of post-model adjustments (PMAs) based on expert credit

judgment, to capture additional risks and incorporate the impact from new economic conditions and related macroeconomic uncertainties as

a result of unexpected events, which may not be timely reflected in the ECL model outputs. PMAs may also relate to accounting requirements

not incorporated in the ECL model output due to model limitations.

Management critically assesses the prevailing economic conditions at each quarter and determines whether PMAs are warranted to address

emerging risks or whether prior period PMAs are no longer required, incorporating the related uncertainties in the estimation of expected credit

losses in a valid, consistent and efficient manner, in accordance with the Group’s internal respective frameworks. The determination and

estimation of PMAs is performed in accordance with established dedicated processes and is subject to strict governance arrangements, ensuring

the adequacy and soundness of the ECL measurement under IFRS 9.

As at 31 December 2023, PMAs include adjustments relating to the still prevailing economic uncertainty resulting from the persistence of

financial market volatility, increased interest rates, underlying inflation risks and sizeable energy transition challenges, along with elevated

geopolitical uncertainty and concerns regarding the response of economic activity in the euro area to the tightened monetary policy and the

unwinding of exceptional fiscal support. Tightened financing conditions due to the above risk factors may have an adverse impact on the credit

condition of corporates and households, depending on their sensitivity to the current macro-financial environment.

In this context, PMAs have been applied on exposures of obligors of both the retail and the corporate loan portfolios, that relate to risk sensitive

segments considering their respective risk profiles, which are more exposed to further deterioration of the economic conditions and related

financial pressures caused by increasing cost of living and higher operating costs. The adjustment is performed on performing exposures and

involves the application of increased coverage rates, following relevant risk assessment. Furthermore, management adjustments have also been

captured through other PMAs, mainly focusing on recovery strategies to be pursued for NPEs.

Notes to the Financial Statements

Group and Bank

278

As at 31 December 2022, PMAs had been applied on exposures of obligors that had been either under post support measures during 2022 or

related to other risk sensitive segments considering their respective risk profiles. The adjustments were focused on performing exposures of

the retail and corporate loan portfolios by applying increased coverage rates following risk assessment. Other PMAs performed related to

recovery strategies to be pursued for NPEs, as in 2023.

4.2.7 Maximum exposure to credit risk before collateral held or other credit enhancements

The following table represents the maximum exposure to credit risk of the Group and the Bank at 31 December 2023 and 31 December 2022,

without taking account of any collateral held or other credit enhancements attached.


	Group		Bank
	31.12.2023	31.12.2022	31.12.2023	31.12.2022
Due from banks (Note 18)	2,793	2,900	2,779	2,854
Trading debt securities (Note 19)	367	214	363	213
Derivative financial instruments (Note 20)	2,074	1,962	2,074	1,962
Loans and advances to customers (Note 21)	34,223	35,561	32,219	33,782
Investment debt securities (Note 22)	16,388	13,089	16,075	12,814
Other financial assets (Note 28)	1,471	1,775	1,402	1,699
Credit related commitments (Note 35)	6,026	5,706	6,331	5,955
Total	63,342	61,207	61,243	59,279

4.2.8

Collateral and other credit enhancements

Counterparty credit risk

The Group’s counterparty credit risk management processes are described in the Risk Management section of the Board of Directors Report,

under “Management of Risks | Counterparty Credit Risk”.

Loans and advances to customers

The most common practice used by the Group to mitigate credit risk with respect to loans and advances to customers is receiving collateral.

The Group implements guidelines on the eligibility of specific types of collateral, as described in the Corporate Credit Policy and the Retail Credit

Policy documents. In the same documents, eligible types of collateral for regulatory purposes (funded and unfunded credit risk mitigation

techniques), are also presented.

The main collateral types for loans and advances to customers are:

Real Estate Collaterals

•

Residential real estate,

•

Commercial real estate,

•

Industrial real estate

Financial Collaterals

•

Cash collaterals,

•

Assigned receivables,

•

Pledges over financial instruments, such as debt securities and equities

Other Collaterals

•

State guarantees, vessels, equipment, inventory, and other collateral

Guarantees received

•

Personal, corporate, public entities, local authorities and other guarantees

The Bank has internally developed a Collateral Management System in order to upgrade the control and monitoring of collaterals received for

both corporate and retail loans and advances to customers, as well as to fulfil the requirements arising from the regulatory framework.

The

user of the Collateral Management System is able to retrieve information regarding collateral at different aggregation levels, to monitor all

useful aspects of collateral in order to preserve adequate coverage as well as automatically calculate required haircuts on the collateral values.

Furthermore, the Collateral Management System is designed so as to provide information regarding exposure per guarantor in the case of credit

guarantees.

The basic types of credit guarantees are:

Notes to the Financial Statements

Group and Bank

Bank Guarantees

This guarantee is deemed an acceptable form of unfunded credit protection and takes the form of a Letter of Credit (L/C) or a Letter of Guarantee

(L/G) from Financial Institutions, domestically and abroad.

State Guarantee

This guarantee is considered as equivalent to the pledge on a liquid asset only if it is direct, explicit, irrevocable and unconditional, hence no

external factors could affect the substance of coverage.

Guarantee by ETEAN Fund (formerly known as TEMPME)

This guarantee is considered as equivalent to the pledge on a liquid asset if the decision of the ETEAN Fund does not include conditions and

special clauses concerning factors beyond the Bank’s control.

Longer-term finance and lending to corporate entities are generally secured. Revolving credit facilities to individuals are generally unsecured.

In addition, in order to mitigate the potential credit loss, the Group will seek additional collateral from the counterparty as soon as impairment

indicators are noticed for the relevant individual loans and advances to customers. Debt securities, treasury and other eligible bills are generally

unsecured.

Valuation of collateral

The collateral associated with loans and advances to customers is initially evaluated during the credit approval process, based on its market

47

value

and is revalued at regular intervals based on the NBG Group Property Valuation Policy.

Market value assessment of real estate collaterals, which may secure loans and advances to individuals or legal entities, is performed by the

Immovable & Movable Assets Valuation & Advisory Services Division and employs internal or external certified valuers based on predefined

criteria (qualifications and expertise), in accordance with the NBG Group Property Valuation Policy.

The real estate valuations are categorized into individual valuations on a specific property and are carried out either through on-site, desktop

or by indexed valuations based on statistical methodology (Propindex, etc.). The real estate valuations performed to determine the collateral

value during the loan origination phase are always performed by on-site inspections.

In accordance with the NBG Group Property Valuation Policy, NBG Group accepts the following key valuation approaches provided by

International and European Valuation Standards (IVS/EVS):

a.

Market approach or Comparative Method

b.

Income approach

c.

Cost Approach or Depreciated Replacement Cost

d.

Residual Method

The frequency of property valuations used as collateral for loans and advances to customers is set out in the NBG Group Property Valuation

Policy and is in compliance with the Regulation (EU) 575/2013 and the ECB Guidance to Banks on Non-Performing Loans. The Group updates

the collateral valuations of all exposures at least annually based on the NBG Group Property Valuation Policy. Furthermore, the revaluation of

the real estate collateral is updated on an individual basis at the time the exposure is classified as non-performing (NPE) and at least annually

while it continues to be classified as such.

In order to mitigate transition risks, the Bank has added Energy Performance Certificate (“EPC”) as a mandatory document for new loans and

eligible collaterals, at loan origination. The EPC classification is taken into account within its market value valuation forms.

The Bank has also integrated within its valuation system an automatic designation system that informs the valuer whether the collateral under

valuation lies within the boundaries of:

1.

Natura 2000 designated areas

2.

International Convention sites (Ramsar)

3.

National Parks & Forests

4.

Wildlife Protected Habitats

In line with C&E exclusion list, the Bank has no appetite for financing:

•

any transaction located in and with negative impact on UNESCO World Heritage Sites, unless the required environmental permits are

approved;

47

It is noted that the definition of market value in the Royal Institution of Chartered Surveyors (“RICS”) Red Book Global is not materially

different to the definition of fair value in IFRS 13 “Fair Value Measurement”.

279

Notes to the Financial Statements

Group and Bank

280

•

any transaction located in and with negative impact on Wetlands registered by the Ramsar Convention, unless the required

environmental permits are approved;

•

any transaction located in and with negative impact on protected areas designated as part of Natura 2000 in accordance with EU

Directive 92/43/EWG, or any locally designated protected areas (protectedplanet.net as most comprehensive global database on

protected areas), unless the required environmental permits are approved.

In terms of physical risks, the Bank introduced Geographic Information Systems (“GIS”) to its processes to be aware of the various physical risks

concerning the Bank collaterals. The Bank uses all available information from public sources, such as the Μinistry of Environment and other

Government Agencies, to build the geodatabases on physical risks and assess the impact of such risks on its collaterals.

Management is constantly monitoring the market conditions in the Greek real estate market either internally though macroeconomic reports

issued by the Group’s Chief Economist, or externally through reports produced by the Immovable & Movable Assets Valuation & Advisory

Services Division or by international independent valuation firms. Changes in market conditions are considered as an important factor in

determining the market value of real estate collateral. A more volatile market may lead to the need for more frequent collateral valuations.

Valuations are prepared taking into consideration the effect of any sources of uncertainty.

When the value of the collateralised property exceeds the loan balance, the value of collateral is capped to the gross carrying amount of the

loan. A breakdown of collateral and guarantees received to mitigate credit risk exposure arising from loans and advances to customers is

summarised as follows:

Breakdown of collaterals and guarantees | Group


			31.12.2023					31.12.2022
		Value of collateral received					Value of collateral received

	Real estate	Financial	Other	Total	Guarantees	Real estate	Financial	Other	Total	Guarantees
	collateral	collateral	collateral	collateral	received	collateral	collateral	collateral	collateral	received
				value					value
Retail Lending	7,456	500	382	8,338	4,288	7,829	483	553	8,865	4,679
Corporate Lending (1)	3,808	1,646	6,605	12,059	8,716	3,121	1,832	6,928	11,881	8,688
Public Sector Lending	68	49	72	189	435	36	40	81	157	274
Total	11,332	2,195	7,059	20,586	13,439	10,986	2,355	7,562	20,903	13,641

¹ Other collateral includes the guarantee provided by the Hellenic Republic under the Hellenic Asset Protection Scheme for the Frontier senior notes. The

amount of the guarantee is capped to the gross carrying amount of the Frontier senior notes of €2,553 million (31 December 2022: €2,795 million).

Breakdown of collaterals and guarantees for Credit impaired assets | Group


			31.12.2023					31.12.2022
		Value of collateral received					Value of collateral received

	Real estate	Financial	Other	Total	Guarantees	Real estate	Financial	Other	Total	Guarantees
	collateral	collateral	collateral	collateral	received	collateral	collateral	collateral	collateral	received
				value					value
Retail Lending	323	18	43	384	244	460	11	85	556	346
Corporate Lending	365	58	65	488	352	381	62	169	612	547
Public Sector Lending	3	-	-	3	5	2	-	-	2	4
Total	691	76	108	875	601	843	73	254	1,170	897

Breakdown of collaterals and guarantees | Bank


			31.12.2023					31.12.2022
		Value of collateral received					Value of collateral received
	Real estate	Financial	Other	Total	Guarantees	Real estate	Financial	Other	Total	Guarantees
	collateral	collateral	collateral	collateral	received	collateral	collateral	collateral	collateral	received
				value					value
Retail Lending	6,932	460	370	7,762	4,288	7,404	456	497	8,357	4,679
Corporate Lending (1)	2,717	1,641	5,835	10,193	8,687	2,454	1,814	5,857	10,125	8,646
Public Sector Lending	38	49	72	159	435	36	40	54	130	274
Total	9,687	2,150	6,277	18,114	13,410	9,894	2,310	6,408	18,612	13,599

¹ Other collateral includes the guarantee provided by the Hellenic Republic under the Hellenic Asset Protection Scheme for the Frontier senior notes. The

amount of the guarantee is capped to the gross carrying amount of the Frontier senior notes of €2,553 million (31 December 2022: €2,795 million).

Notes to the Financial Statements

Group and Bank

281

Breakdown of collaterals and guarantees for Credit impaired assets | Bank


			31.12.2023					31.12.2022
		Value of collateral received					Value of collateral received
	Real estate	Financial	Other	Total	Guarantees	Real estate	Financial	Other	Total	Guarantees
	collateral	collateral	collateral	collateral	received	collateral	collateral	collateral	collateral	received
				value					value
Retail Lending	306	18	43	367	244	443	11	83	537	346
Corporate Lending	318	58	61	437	352	324	62	161	547	547
Public Sector Lending	3	-	-	3	5	2	-	-	2	4
Total	627	76	104	807	601	769	73	244	1,086	897

Loan to Value (LTV) Ratio of Mortgage portfolio

The Loan to Value Ratio represents the relationship between the loan and the appraised value of the property held as collateral. A

breakdown of mortgage loans by range of LTV is summarised as follows:


		Group				Bank
		of which:		of which:		of which:		of which:
	31.12.2023	Credit Impaired	31.12.2022	Credit Impaired	31.12.2023	Credit Impaired	31.12.2022	Credit Impaired
Less than 50%	2,043	41	2,056	65	1,932	38	1,955	63
50%-70%	1,884	67	1,955	82	1,776	66	1,849	81
71%-80%	1,117	43	1,083	50	1,054	43	1,034	50
81%-90%	886	34	860	47	844	33	830	47
91%-100%	496	26	680	42	493	25	677	41
101%-120%	378	38	580	53	374	36	578	51
121%-150%	232	23	388	44	231	23	386	42
Greater than 150%	218	28	304	46	213	27	299	44
Gross carrying amount	7,254	300	7,906	429	6,917	291	7,608	419
Average LTV	68.6%	86.2%	72.6%	89.0%	69.2%	86.4%	73.3%	89.0%

Notes to the Financial Statements

Group and Bank

282

4.2.9

Credit quality of loans and advances to customers at amortised cost

Credit quality of loans and advances to customers at amortised cost by range of probability of default

A breakdown of the portfolio by range of probability of default for the Group is summarized as follows:

As at 31 December 2023


		Mortgage loans				Consumer loans
			Credit				Credit
12-month PD	Stage 1	Stage 2	impaired	Total	Stage 1	Stage 2	impaired	Total
0.01% - 2%	4,847	1,224	-	6,071	721	100	-	821
2.01% - 10%	136	386	-	522	606	29	-	635
10.01% - 20%	307	34	-	341	15	11	-	26
Over 20.01%	-	20	300	320	10	13	96	119
Gross carrying amount	5,290	1,664	300	7,254	1,352	153	96	1,601

As at 31 December 2023


		Credit Cards				Small Business Lending
			Credit				Credit
12-month PD	Stage 1	Stage 2	impaired	Total	Stage 1	Stage 2	impaired	Total
0.01% - 2%	334	5	-	339	96	7	-	103
2.01% - 10%	115	11	-	126	946	93	-	1,039
10.01% - 20%	2	1	-	3	52	68	-	120
Over 20.01%	-	-	20	20	7	77	133	217
Gross carrying amount	451	17	20	488	1,101	245	133	1,479

As at 31 December 2023


		Corporate Lending				Public Sector
			Credit				Credit
12-month PD	Stage 1	Stage 2	impaired	Total	Stage 1	Stage 2	impaired	Total
0.01% - 2%	19,760	621	-	20,381	650	38	-	688
2.01% - 10%	1,832	347	-	2,179	36	4	-	40
10.01% - 20%	10	30	-	40	-	1	-	1
Over 20.01%	3	21	717	741	-	-	15	15
Gross carrying amount	21,605	1,019	717	23,341	686	43	15	744

As at 31 December 2023


		Total Loans
			Credit
12-month PD	Stage 1	Stage 2	impaired	Total
0.01% - 2%	26,408	1,995	-	28,403
2.01% - 10%	3,671	870	-	4,541
10.01% - 20%	386	145	-	531
Over 20.01%	20	131	1,281	1,432
Gross carrying amount	30,485	3,141	1,281	34,907

As at 31 December 2022


		Mortgage loans				Consumer loans
			Credit				Credit
12-month PD	Stage 1	Stage 2	impaired	Total	Stage 1	Stage 2	impaired	Total
0.01% - 2%	4,388	1,628	-	6,016	890	142	-	1,032
2.01% - 10%	228	735	-	963	303	104	-	407
10.01% - 20%	394	70	-	464	9	21	-	30
Over 20.01%	-	34	429	463	1	14	149	164
Gross carrying amount	5,010	2,467	429	7,906	1,203	281	149	1,633

As at 31 December 2022


		Credit Cards				Small Business Lending
			Credit				Credit
12-month PD	Stage 1	Stage 2	impaired	Total	Stage 1	Stage 2	impaired	Total
0.01% - 2%	306	6	-	312	57	3	-	60
2.01% - 10%	101	10	-	111	419	244	-	663
10.01% - 20%	2	1	-	3	165	136	-	301
Over 20.01%	-	-	33	33	38	246	200	484
Gross carrying amount	409	17	33	459	679	629	200	1,508

As at 31 December 2022


		Corporate Lending				Public Sector
			Credit				Credit
12-month PD	Stage 1	Stage 2	impaired	Total	Stage 1	Stage 2	impaired	Total
0.01% - 2%	20,081	453	-	20,534	530	25	-	555
2.01% - 10%	1,953	446	-	2,399	48	7	-	55
10.01% - 20%	271	157	-	428	2	16	-	18
Over 20.01%	2	97	945	1,044	1	1	14	16
Gross carrying amount	22,307	1,153	945	24,405	581	49	14	644

Notes to the Financial Statements

Group and Bank

283

As at 31 December 2022


		Total Loans
			Credit
12-month PD	Stage 1	Stage 2	impaired	Total
0.01% - 2%	26,252	2,257	-	28,509
2.01% - 10%	3,052	1,546	-	4,598
10.01% - 20%	843	401	-	1,244
Over 20.01%	42	392	1,770	2,204
Gross carrying amount	30,189	4,596	1,770	36,555

A breakdown of the portfolio by range of probability of default for the Bank is summarized as follows:

As at 31 December 2023


		Mortgage loans				Consumer loans
			Credit				Credit
12-month PD	Stage 1	Stage 2	impaired	Total	Stage 1	Stage 2	impaired	Total
0.01% - 2%	4,558	1,200	-	5,758	491	79	-	570
2.01% - 10%	135	379	-	514	299	12	-	311
10.01% - 20%	307	29	-	336	1	5	-	6
Over 20.01%	-	18	291	309	1	7	69	77
Gross carrying amount	5,000	1,626	291	6,917	792	103	69	964

As at 31 December 2023


		Credit Cards				Small Business Lending
			Credit				Credit
12-month PD	Stage 1	Stage 2	impaired	Total	Stage 1	Stage 2	impaired	Total
0.01% - 2%	289	4	-	293	17	1	-	18
2.01% - 10%	115	11	-	126	901	68	-	969
10.01% - 20%	2	1	-	3	52	68	-	120
Over 20.01%	-	-	18	18	7	77	126	210
Gross carrying amount	406	16	18	440	977	214	126	1,317

As at 31 December 2023


		Corporate Lending				Public Sector
			Credit				Credit
12-month PD	Stage 1	Stage 2	impaired	Total	Stage 1	Stage 2	impaired	Total
0.01% - 2%	19,779	551	-	20,330	642	16	-	658
2.01% - 10%	1,262	213	-	1,475	36	4	-	40
10.01% - 20%	5	23	-	28	-	1	-	1
Over 20.01%	-	12	620	632	-	-	15	15
Gross carrying amount	21,046	799	620	22,465	678	21	15	714

As at 31 December 2023


		Total Loans
			Credit
12-month PD	Stage 1	Stage 2	impaired	Total
0.01% - 2%	25,776	1,851	-	27,627
2.01% - 10%	2,748	687	-	3,435
10.01% - 20%	367	127	-	494
Over 20.01%	8	114	1,139	1,261
Gross carrying amount	28,899	2,779	1,139	32,817

As at 31 December 2022


		Mortgage loans				Consumer loans
			Credit				Credit
12-month PD	Stage 1	Stage 2	impaired	Total	Stage 1	Stage 2	impaired	Total
0.01% - 2%	4,227	1,625	-	5,852	475	113	-	588
2.01% - 10%	227	615	-	842	284	13	-	297
10.01% - 20%	394	70	-	464	1	6	-	7
Over 20.01%	-	31	419	450	1	8	111	120
Gross carrying amount	4,848	2,341	419	7,608	761	140	111	1,012

Notes to the Financial Statements

Group and Bank

284


As at 31 December 2022	Credit Cards				Small Business Lending
			Credit				Credit
12-month PD	Stage 1	Stage 2	impaired	Total	Stage 1	Stage 2	impaired	Total
0.01% - 2%	264	2	-	266	16	2	-	18
2.01% - 10%	101	8	-	109	389	240	-	629
10.01% - 20%	2	-	-	2	113	124	-	237
Over 20.01%	-	-	30	30	38	233	189	460
Gross carrying amount	367	10	30	407	556	599	189	1,344


As at 31 December 2022	Corporate Lending				Public Sector
			Credit				Credit
12-month PD	Stage 1	Stage 2	impaired	Total	Stage 1	Stage 2	impaired	Total
0.01% - 2%	20,419	397	-	20,816	529	-	-	529
2.01% - 10%	1,601	347	-	1,948	48	7	-	55
10.01% - 20%	8	60	-	68	2	16	-	18
Over 20.01%	1	25	829	855	1	1	14	16
Gross carrying amount	22,029	829	829	23,687	580	24	14	618


As at 31 December 2022	Total Loans
			Credit
12-month PD	Stage 1	Stage 2	impaired	Total
0.01% - 2%	25,930	2,139	-	28,069
2.01% - 10%	2,650	1,230	-	3,880
10.01% - 20%	520	276	-	796
Over 20.01%	41	298	1,592	1,931
Gross carrying amount	29,141	3,943	1,592	34,676

Ageing analysis of loans and advances to customers at amortised cost

Ageing analysis of loans and advances to customers at amortised cost | Group


	Mortgage loans				Consumer loans
			Credit				Credit
As at 31 December 2023	Stage 1	Stage 2	impaired	Total	Stage 1	Stage 2	impaired	Total
Current	5,255	1,554	215	7,024	1,273	123	12	1,408
1-30 days	35	69	9	113	79	19	5	103
31-60 days	-	25	12	37	-	7	2	9
61-90 days	-	16	7	23	-	4	2	6
91-180 days	-	-	30	30	-	-	12	12
Past due over 180 days	-	-	27	27	-	-	63	63
Gross carrying amount	5,290	1,664	300	7,254	1,352	153	96	1,601
ECL allowance	(21)	(76)	(94)	(191)	(28)	(29)	(63)	(120)
Net carrying amount	5,269	1,588	206	7,063	1,324	124	33	1,481


	Credit Cards				Small Business Lending
			Credit				Credit
As at 31 December 2023	Stage 1	Stage 2	impaired	Total	Stage 1	Stage 2	impaired	Total
Current	445	12	-	457	1,005	192	32	1,229
1-30 days	6	1	2	9	96	33	4	133
31-60 days	-	2	-	2	-	17	3	20
61-90 days	-	2	-	2	-	3	2	5
91-180 days	-	-	4	4	-	-	8	8
Past due over 180 days	-	-	14	14	-	-	84	84
Gross carrying amount	451	17	20	488	1,101	245	133	1,479
ECL allowance	(3)	(2)	(18)	(23)	(15)	(34)	(67)	(116)
Net carrying amount	448	15	2	465	1,086	211	66	1,363

Notes to the Financial Statements

Group and Bank

285


	Large Corporate				SMEs
			Credit				Credit
As at 31 December 2023	Stage 1	Stage 2	impaired	Total	Stage 1	Stage 2	impaired	Total
Current	17,009	287	247	17,543	3,794	288	93	4,175
1-30 days	364	95	33	492	438	77	21	536
31-60 days	-	158	6	164	-	55	1	56
61-90 days	-	38	-	38	-	21	7	28
91-180 days	-	-	1	1	-	-	7	7
Past due over 180 days	-	-	187	187	-	-	114	114
Gross carrying amount	17,373	578	474	18,425	4,232	441	243	4,916
ECL allowance	(106)	(50)	(288)	(444)	(33)	(28)	(100)	(161)
Net carrying amount	17,267	528	186	17,981	4,199	413	143	4,755


	Public Sector				Total Loans
			Credit				Credit
As at 31 December 2023	Stage 1	Stage 2	impaired	Total	Stage 1	Stage 2	impaired	Total
Current	674	18	2	694	29,455	2,474	601	32,530
1-30 days	12	1	-	13	1,030	295	74	1,399
31-60 days	-	24	-	24	-	288	24	312
61-90 days	-	-	-	-	-	84	18	102
91-180 days	-	-	-	-	-	-	62	62
Past due over 180 days	-	-	13	13	-	-	502	502
Gross carrying amount	686	43	15	744	30,485	3,141	1,281	34,907
ECL allowance	(8)	(7)	(13)	(28)	(214)	(226)	(643)	(1,083)
Net carrying amount	678	36	2	716	30,271	2,915	638	33,824


	Mortgage loans				Consumer loans
			Credit				Credit
As at 31 December 2022	Stage 1	Stage 2	impaired	Total	Stage 1	Stage 2	impaired	Total
Current	4,984	2,364	234	7,582	1,133	252	21	1,406
1-30 days	26	74	17	117	70	19	6	95
31-60 days	-	18	14	32	-	7	4	11
61-90 days	-	11	11	22	-	3	3	6
91-180 days	-	-	32	32	-	-	13	13
Past due over 180 days	-	-	121	121	-	-	102	102
Gross carrying amount	5,010	2,467	429	7,906	1,203	281	149	1,633
ECL allowance	(26)	(98)	(148)	(272)	(23)	(30)	(101)	(154)
Net carrying amount	4,984	2,369	281	7,634	1,180	251	48	1,479


	Credit Cards				Small Business Lending
			Credit				Credit
As at 31 December 2022	Stage 1	Stage 2	impaired	Total	Stage 1	Stage 2	impaired	Total
Current	404	13	-	417	634	552	35	1,221
1-30 days	5	1	-	6	45	61	6	112
31-60 days	-	2	-	2	-	10	2	12
61-90 days	-	1	-	1	-	6	2	8
91-180 days	-	-	2	2	-	-	15	15
Past due over 180 days	-	-	31	31	-	-	140	140
Gross carrying amount	409	17	33	459	679	629	200	1,508
ECL allowance	(8)	(2)	(31)	(41)	(14)	(70)	(118)	(202)
Net carrying amount	401	15	2	418	665	559	82	1,306


	Large Corporate				SMEs
			Credit				Credit
As at 31 December 2022	Stage 1	Stage 2	impaired	Total	Stage 1	Stage 2	impaired	Total
Current	17,854	434	316	18,604	3,654	435	80	4,169
1-30 days	445	94	32	571	354	61	35	450
31-60 days	-	17	3	20	-	68	13	81
61-90 days	-	32	-	32	-	12	1	13
91-180 days	-	-	14	14	-	-	9	9
Past due over 180 days	-	-	250	250	-	-	192	192
Gross carrying amount	18,299	577	615	19,491	4,008	576	330	4,914
ECL allowance	(100)	(45)	(386)	(531)	(34)	(46)	(191)	(271)
Net carrying amount	18,199	532	229	18,960	3,974	530	139	4,643

Notes to the Financial Statements

Group and Bank

286

	Public Sector				Total Loans
			Credit				Credit
As at 31 December 2022	Stage 1	Stage 2	impaired	Total	Stage 1	Stage 2	impaired	Total
Current	556	38	2	596	29,219	4,088	688	33,995
1-30 days	25	7	-	32	970	317	96	1,383
31-60 days	-	3	-	3	-	125	36	161
61-90 days	-	1	-	1	-	66	17	83
91-180 days	-	-	-	-	-	-	85	85
Past due over 180 days	-	-	12	12	-	-	848	848
Gross carrying amount	581	49	14	644	30,189	4,596	1,770	36,555
ECL allowance	(7)	(3)	(12)	(22)	(212)	(294)	(987)	(1,493)
Net carrying amount	574	46	2	622	29,977	4,302	783	35,062

Ageing analysis of loans and advances to customers at amortised cost | Bank

	Mortgage loans				Consumer loans
			Credit				Credit
As at 31 December 2023	Stage 1	Stage 2	impaired	Total	Stage 1	Stage 2	impaired	Total
Current	4,966	1,520	214	6,700	743	86	11	840
1-30 days	34	67	8	109	49	10	4	63
31-60 days	-	23	12	35	-	4	2	6
61-90 days	-	16	7	23	-	3	2	5
91-180 days	-	-	29	29	-	-	8	8
Past due over 180 days	-	-	21	21	-	-	42	42
Gross carrying amount	5,000	1,626	291	6,917	792	103	69	964
ECL allowance	(21)	(76)	(89)	(186)	(20)	(22)	(49)	(91)
Net carrying amount	4,979	1,550	202	6,731	772	81	20	873

	Credit Cards				Small Business Lending
			Credit				Credit
As at 31 December 2023	Stage 1	Stage 2	impaired	Total	Stage 1	Stage 2	impaired	Total
Current	400	11	-	411	897	171	31	1,099
1-30 days	6	1	2	9	80	28	4	112
31-60 days	-	2	-	2	-	12	3	15
61-90 days	-	2	-	2	-	3	2	5
91-180 days	-	-	4	4	-	-	7	7
Past due over 180 days	-	-	12	12	-	-	79	79
Gross carrying amount	406	16	18	440	977	214	126	1,317
ECL allowance	(3)	(2)	(17)	(22)	(14)	(34)	(65)	(113)
Net carrying amount	403	14	1	418	963	180	61	1,204

	Large Corporate				SMEs
			Credit				Credit
As at 31 December 2023	Stage 1	Stage 2	impaired	Total	Stage 1	Stage 2	impaired	Total
Current	17,423	252	218	17,893	3,059	185	87	3,331
1-30 days	223	91	33	347	341	66	20	427
31-60 days	-	116	-	116	-	30	-	30
61-90 days	-	38	-	38	-	21	6	27
91-180 days	-	-	1	1	-	-	4	4
Past due over 180 days	-	-	184	184	-	-	67	67
Gross carrying amount	17,646	497	436	18,579	3,400	302	184	3,886
ECL allowance	(115)	(49)	(267)	(431)	(29)	(22)	(75)	(126)
Net carrying amount	17,531	448	169	18,148	3,371	280	109	3,760

	Public Sector				Total Loans
			Credit				Credit
As at 31 December 2023	Stage 1	Stage 2	impaired	Total	Stage 1	Stage 2	impaired	Total
Current	668	18	2	688	28,156	2,243	563	30,962
1-30 days	10	1	-	11	743	264	71	1,078
31-60 days	-	2	-	2	-	189	17	206
61-90 days	-	-	-	-	-	83	17	100
91-180 days	-	-	-	-	-	-	53	53
Past due over 180 days	-	-	13	13	-	-	418	418
Gross carrying amount	678	21	15	714	28,899	2,779	1,139	32,817
ECL allowance	(8)	(7)	(13)	(28)	(210)	(212)	(575)	(997)
Net carrying amount	670	14	2	686	28,689	2,567	564	31,820

Notes to the Financial Statements

Group and Bank

287

	Mortgage loans				Consumer loans
			Credit				Credit
As at 31 December 2022	Stage 1	Stage 2	impaired	Total	Stage 1	Stage 2	impaired	Total
Current	4,824	2,242	232	7,298	711	124	18	853
1-30 days	24	73	16	113	50	10	6	66
31-60 days	-	16	13	29	-	4	4	8
61-90 days	-	10	11	21	-	2	3	5
91-180 days	-	-	31	31	-	-	9	9
Past due over 180 days	-	-	116	116	-	-	71	71
Gross carrying amount	4,848	2,341	419	7,608	761	140	111	1,012
ECL allowance	(26)	(98)	(143)	(267)	(20)	(22)	(82)	(124)
Net carrying amount	4,822	2,243	276	7,341	741	118	29	888

	Credit Cards				Small Business Lending
			Credit				Credit
As at 31 December 2022	Stage 1	Stage 2	impaired	Total	Stage 1	Stage 2	impaired	Total
Current	363	8	-	371	525	530	35	1,090
1-30 days	4	-	-	4	31	58	6	95
31-60 days	-	1	-	1	-	8	2	10
61-90 days	-	1	-	1	-	3	2	5
91-180 days	-	-	2	2	-	-	14	14
Past due over 180 days	-	-	28	28	-	-	130	130
Gross carrying amount	367	10	30	407	556	599	189	1,344
ECL allowance	(8)	(1)	(30)	(39)	(14)	(69)	(114)	(197)
Net carrying amount	359	9	-	368	542	530	75	1,147

	Large Corporate				SMEs
			Credit				Credit
As at 31 December 2022	Stage 1	Stage 2	impaired	Total	Stage 1	Stage 2	impaired	Total
Current	18,532	356	292	19,180	2,910	302	72	3,284
1-30 days	297	91	30	418	290	43	30	363
31-60 days	-	6	1	7	-	30	13	43
61-90 days	-	1	-	1	-	-	1	1
91-180 days	-	-	9	9	-	-	6	6
Past due over 180 days	-	-	240	240	-	-	135	135
Gross carrying amount	18,829	454	572	19,855	3,200	375	257	3,832
ECL allowance	(109)	(43)	(368)	(520)	(31)	(40)	(153)	(224)
Net carrying amount	18,720	411	204	19,335	3,169	335	104	3,608

	Public Sector				Total Loans
			Credit				Credit
As at 31 December 2022	Stage 1	Stage 2	impaired	Total	Stage 1	Stage 2	impaired	Total
Current	555	24	2	581	28,420	3,586	651	32,657
1-30 days	25	-	-	25	721	275	88	1,084
31-60 days	-	-	-	-	-	65	33	98
61-90 days	-	-	-	-	-	17	17	34
91-180 days	-	-	-	-	-	-	71	71
Past due over 180 days	-	-	12	12	-	-	732	732
Gross carrying amount	580	24	14	618	29,141	3,943	1,592	34,676
ECL allowance	(7)	(3)	(12)	(22)	(215)	(276)	(902)	(1,393)
Net carrying amount	573	21	2	596	28,926	3,667	690	33,283

Notes to the Financial Statements

Group and Bank

288

4.2.10

Interest income on loans and advances to customers

Interest income from loans and advances to customers at amortised cost | Group

	31.12.2023
	Not Credit	Credit Impaired	Total Interest
	Impaired Loans	Loans	Income
Retail Lending	590	58	648
Corporate Lending	1,271	36	1,307
Public sector Lending	2	-	2
Total interest income	1,863	94	1,957

	31.12.2022
	Not Credit	Credit Impaired	Total Interest
	Impaired Loans	Loans	Income
Retail Lending	407	54	461
Corporate Lending	648	56	704
Public sector Lending	1	-	1
Total interest income	1,056	110	1,166

Interest income from loans and advances to customers at amortised cost | Bank

	31.12.2023
	Not Credit	Credit Impaired	Total Interest
	Impaired Loans	Loans	Income
Retail Lending	517	57	574
Corporate Lending	1,216	34	1,250
Total interest income	1,733	91	1,824

	31.12.2022
	Not Credit	Credit Impaired	Total Interest
	Impaired Loans	Loans	Income
Retail Lending	350	53	403
Corporate Lending	605	54	659
Total interest income	955	107	1,062

4.2.11 Forbearance

Forbearance Measures

The Group may, in the normal course of business, renegotiate contractual terms of a lending arrangement and proceed to modifications, either

as a result of financial difficulties of the borrower or due to other reasons. Forbearance measures comprise concessions of the Group towards

a borrower facing or about to face financial difficulties in meeting its financial commitments, in which case the loan terms and conditions are

modified to provide the borrower the ability to service the debt or refinance the contract, either totally or partially. Cases of lending

arrangement modifications without financial difficulty of the borrower are not classified as forbearance measures.

There are several types of forbearance measures offered by the Group, including reduced payment schedules, loan term extensions, interest-

only payment schedules, partial debt forgiveness programs and hybrid modifications, comprising a combination of the aforementioned

forbearance measures.

The main restructuring program, namely “Split & Settle”, has been applied to the mortgage and secured consumer loan portfolio since 2019,

and comprises a split-balance type of product whose main characteristic is the separation of the outstanding debt in two parts: the amount to

be repaid (Split), which is amortized in monthly instalments (principal plus interest) and the amount to be potentially forgiven (Settle), which

remains interest-free. The settle amount is forgiven one month after the end of the repayment period, provided that the contractually agreed

conditions are met. Borrowers who have applied for protection under bankruptcy Law 3869/2010 are also entitled to participate in this program,

as long as they resign from their application.

Furthermore, similar programs, with the aforementioned characteristic of debt splitting, have also been introduced since 2018 for the

restructuring of SBL loans (sole entrepreneurs / professionals) as well as debt deriving from credit cards and consumer credit products (without

collateral). Since 2022, the “Split & Settle” program is also offered for the restructuring of SB loans of legal entities.

Finally, the “Restart” program for SBL loans to individuals, introduced in 2021, relates to loans secured by real estate collateral and offers

instalment reduction through loan term extension with the option of a reduced fractional payment of up to 24 months. This program has

become available to SBL legal entities as well during 2022. The ‘’Restart’’ program for the Household Retail portfolio (mortgage, consumer loans,

credit cards) relating to loans secured by real estate collateral was also launched during 2022 and offers instalment reduction through loan term

Notes to the Financial Statements

Group and Bank

289

extension combined with a fractional-payment scheme of 24 months, whereby the borrower pays a proportion of the full instalment due, based

on affordability.

In 2023, both “Split & Settle” and “Restart” programs were enriched with new products offering fixed interest rate for the first five years and

floating for the rest of the repayment period. Additionally, the “Restart” program was enriched with another product (“Restart3”) which features

capitalization of arrears, term extension and a minimum fractional instalment of 80%, offered to borrowers with mortgage loans in early arrears.

For Corporate loans, the types of forbearance measures usually include a mix of tailor-made solutions to cover current conditions and the

borrower’s projected cash flows.

The Bank’s Credit Policy for both Retail and Corporate portfolios provides clear instructions and guidelines regarding the full range of

forbearance products offered to customers, the requirements to be met in terms of eligibility for the available programs to be offered, as well

as the management and monitoring of restructured loans after approval and until termination of the loan contract. The approval rights of the

Credit Committees are also described in the Bank’s Credit Policy.

The forbearance processes and evolution of forborne loans along with re-default and curing trends and their respective drivers are closely

monitored and assessed by Management on an on-going basis in order to timely identify and assess relevant risks and deploy appropriate

management strategies to provide borrowers with viable solutions and improve cash flow recoverability.

Classification of forborne loans

Forbearance constitutes a qualitative SICR trigger, as disclosed in Note 4.2.6 “Impairment of amortised cost and FVTOCI financial assets”. The

monitoring, classification and reporting of forborne loans is performed by the Group in accordance with EBA Guidelines. All forborne performing

exposures (FPEs) are classified in Stage 2 for a probation period of at least 2 years until regulatory requirements to exit forbearance status are

met, while all forborne non-performing exposures (FNPEs) are classified in Stage 3 for at least one year (cure period) until regulatory curing

requirements are met.

Modification of loans and advances to customers at amortised cost

Forbearance measures do not lead to derecognition unless changes to the original contractual terms result in a substantially different loan, i.e.

the loan is altered in a manner that the terms under the modified contract are substantially different from those under the original contract

(Note 2.11 “Derecognition”).

When the modification is not considered substantial in order to lead to derecognition, the gain or loss arising from the modification is calculated

as the difference between the present value of the new contractual cash flows (i.e. based on the modified terms) discounted by the original

effective interest rate of the loan and the carrying amount post write-off (if any), and is recognised in the income statement in “Credit provisions

and other impairment charges”.

As at 31 December 2023, the amortised cost (before modification) of loans and advances to customers with lifetime ECL whose cash flows were

modified during the year amounted to €287 million for the Group and the Bank (31 December 2022: €389 million). The total modification gain

relating to the restructurings of the period, including the cost of the reward program launched in April 2023 for consistent borrowers with

floating rate mortgage loans, where a cap was placed to the base rate protecting borrowers against future increases in reference rates,

amounted to €6 million for the Group and the Bank (2022: loss of €1 million), as disclosed in the Movement of the Gross carrying amount of

loans and advances to customers at amortised cost in Note 21 “Loans and advances to customers”.

The impact of modification on the ECL allowance associated with these assets for the Group and the Bank was a loss of €5 million (2022: release

of €2 million), as disclosed in the Movement of the ECL allowance on loans and advances to customers at amortised cost in Note 21 “Loans and

advances to customers”.

Based on the above, the net impact recognised in the Income Statement related to modification gain of €1 million for the Group and the Bank

for the period (2022: gain of €1 million), which is separately disclosed in Note 13 “Credit provisions and other impairment charges”.

As at 31 December 2023, the gross carrying amount of modified loans initially measured using lifetime ECL for which loss allowance has changed

to 12-month ECL during the period, amounted to €505 million for the Group (31 December 2022: €395 million) and to €491 million for the Bank

(31 December 2022: €364 million).

An analysis of the Group’s and the Bank’s forborne loans measured at amortised cost is presented in the following tables.

Forborne loans and advances to customers at amortised cost by type of forbearance measure

	Group		Bank
Forbearance measure	31.12.2023	31.12.2022	31.12.2023	31.12.2022
Reduced payment schedule	647	911	647	910
Hybrid modifications	483	618	483	618
Term extension	318	610	275	556
Interest only schedule	67	91	66	89
Other types of forbearance measures	73	126	52	100
Net carrying amount	1,588	2,356	1,523	2,273

Notes to the Financial Statements

Group and Bank

290

Credit quality of forborne loans and advances to customers at amortised cost

	Group			Bank
	Loans and			Loans and
	advances to	Forborne	% of forborne	advances to	Forborne	% of forborne
As at 31 December 2023	customers	loans	loans	customers	loans	loans
Stage 1	30,485	-	0%	28,899	-	0%
Stage 2	3,141	1,338	43%	2,779	1,300	47%
Credit impaired	1,281	676	53%	1,139	634	56%
Gross carrying amount	34,907	2,014	6%	32,817	1,934	6%
ECL allowance - Individual	(333)	(196)	59%	(302)	(184)	61%
ECL allowance - Collective	(750)	(230)	31%	(695)	(227)	33%
Net carrying amount	33,824	1,588	5%	31,820	1,523	5%
Value of collateral	20,586	1,645	8%	18,114	1,566	9%

As at 31 December 2023, credit-impaired loans and advances to customers at amortised cost subject to forbearance measures include loans

with delay less than 90 days:

	Group	Bank
Mortgage loans	228	227
Consumer loans	14	13
Small Business Lending	29	29
Corporate Lending	278	271
Gross carrying amount	549	540

	Group			Bank
	Loans and			Loans and
	advances to	Forborne	% of forborne	advances to	Forborne	% of forborne
As at 31 December 2022	customers	loans	loans	customers	loans	loans
Stage 1	30,189	-	0%	29,141	-	0%
Stage 2	4,596	2,082	45%	3,943	2,030	51%
Credit impaired	1,770	830	47%	1,592	785	49%
Gross carrying amount	36,555	2,912	8%	34,676	2,815	8%
ECL allowance - Individual	(471)	(249)	53%	(424)	(238)	56%
ECL allowance - Collective	(1,022)	(307)	30%	(969)	(304)	31%
Net carrying amount	35,062	2,356	7%	33,283	2,273	7%
Value of collateral	20,903	2,347	11%	18,612	2,294	12%

As at 31 December 2022, credit-impaired loans and advances to customers at amortised cost subject to forbearance measures include loans

with delay less than 90 days.

	Group	Bank
Mortgage loans	248	245
Consumer loans	22	21
Small Business Lending	36	35
Corporate Lending	378	370
Gross carrying amount	684	671

Movement of forborne loans and advances to customers at amortised cost net of ECL allowance

	Group		Bank
	31.12.2023	31.12.2022	31.12.2023	31.12.2022
Opening net carrying amount	2,356	2,949	2,273	2,849
New forborne assets	178	172	164	134
Interest income	113	90	112	89
Repayments	(309)	(346)	(294)	(325)
Exposures that exited forbearance status	(569)	(497)	(555)	(467)
Write-offs & sales	(28)	(57)	(26)	(54)
Impairment charge for expected credit losses	8	81	10	83
Reclassified as Held for Sale	(161)	(36)	(161)	(36)
Closing net carrying amount	1,588	2,356	1,523	2,273

Notes to the Financial Statements

Group and Bank

291

Forborne loans and advances to customers at amortised cost net of ECL allowance by product line

	Group		Bank
	31.12.2023	31.12.2022	31.12.2023	31.12.2022
Retail Lending	1,202	1,843	1,190	1,827
Mortgage Loans	1,095	1,689	1,092	1,685
Consumer Loans	56	85	54	80
Small Business Lending	51	69	44	62
Corporate Lending	377	494	324	427
Large	289	348	273	331
SMEs	88	146	51	96
Public Sector Lending	9	19	9	19
Net carrying amount	1,588	2,356	1,523	2,273

Forborne loans and advances to customers at amortised cost net of ECL allowance by geographical region

	Group		Bank
	31.12.2023	31.12.2022	31.12.2023	31.12.2022
Greece	1,561	2,322	1,523	2,273
International	27	34	-	-
Net carrying amount	1,588	2,356	1,523	2,273

4.2.12 Repossessed collateral

As at 31 December 2023, repossessed collateral amounted to €449 million and €378 million for the Group and the Bank respectively (2022:

€467 million and €393 million respectively). During 2023, the Group obtained assets by taking possession of collateral held as security of €25

million for the Group and €21 million for the Bank respectively (2022: €26 million and €13 million for the Group and the Bank respectively).

Almost all repossessed assets relate to properties. Repossessed properties are sold as soon as practicable. Repossessed assets are classified in

the Statement of Financial Position within “Other assets”, except for those properties that are held for capital appreciation or rental income,

which are classified within “Investment property”.

Notes to the Financial Statements

Group and Bank

292

4.2.13

Credit risk concentration of loans and advances to customers at amortised cost and credit related

commitments

The credit risk concentration of loans and advances to customers at amortised cost and credit related commitments by geographical and

industry sector for the Group and the Bank is summarised in the following tables:

Analysis by product line, industry and geographical region | Group

	Greece				International				Total
			Credit	ECL			Credit	ECL			Credit	ECL
As at 31 December 2023	Stage 1	Stage 2	impaired	allowance	Stage 1	Stage 2	impaired	allowance	Stage 1	Stage 2	impaired	allowance
Retail lending	7,239	1,966	508	(414)	955	113	41	(36)	8,194	2,079	549	(450)
Mortgage	5,000	1,626	291	(186)	290	38	9	(5)	5,290	1,664	300	(191)
Consumer	813	103	69	(91)	539	50	27	(29)	1,352	153	96	(120)
Credit cards	406	16	18	(22)	45	1	2	(1)	451	17	20	(23)
Small business lending	1,020	221	130	(115)	81	24	3	(1)	1,101	245	133	(116)
Corporate lending	20,996	892	674	(569)	609	127	43	(36)	21,605	1,019	717	(605)
Industry & mining	2,646	323	241	(199)	134	31	14	(11)	2,780	354	255	(210)
Trade and services (excl.
tourism)	7,256	158	216	(147)	240	37	14	(10)	7,496	195	230	(157)
Construction and real
estate development	1,440	40	30	(27)	52	24	10	(6)	1,492	64	40	(33)
Energy	3,185	4	6	(29)	43	10	-	(1)	3,228	14	6	(30)
Tourism	1,204	226	114	(62)	14	4	2	(2)	1,218	230	116	(64)
Shipping	2,669	17	-	(4)	-	-	-	-	2,669	17	-	(4)
Transportation and
telecommunications	1,616	100	32	(71)	37	4	1	(1)	1,653	104	33	(72)
Other	980	24	35	(30)	89	17	2	(5)	1,069	41	37	(35)
Public sector	686	43	15	(28)	-	-	-	-	686	43	15	(28)
Total	28,921	2,901	1,197	(1,011)	1,564	240	84	(72)	30,485	3,141	1,281	(1,083)
Standby letters of credit
and financial guarantees
written	4,797	217	70	(36)	76	5	11	(2)	4,873	222	81	(38)
Commercial letters of
credit	433	1	2	-	353	61	-	-	786	62	2	-

	Greece				International				Total
			Credit	ECL			Credit	ECL			Credit	ECL
As at 31 December 2022	Stage 1	Stage 2	impaired	allowance	Stage 1	Stage 2	impaired	allowance	Stage 1	Stage 2	impaired	allowance
Retail lending	6,593	3,097	757	(630)	708	297	54	(39)	7,301	3,394	811	(669)
Mortgage	4,848	2,341	419	(267)	162	126	10	(5)	5,010	2,467	429	(272)
Consumer	770	140	111	(123)	433	141	38	(31)	1,203	281	149	(154)
Credit cards	367	10	30	(39)	42	7	3	(2)	409	17	33	(41)
Small business lending	608	606	197	(201)	71	23	3	(1)	679	629	200	(202)
Corporate lending	21,896	1,005	871	(750)	411	148	74	(52)	22,307	1,153	945	(802)
Industry & mining	2,661	368	331	(293)	117	41	20	(14)	2,778	409	351	(307)
Trade and services (excl.
tourism)	9,693	249	246	(181)	155	47	31	(22)	9,848	296	277	(203)
Construction and real
estate development	1,281	48	56	(57)	40	20	10	(5)	1,321	68	66	(62)
Energy	2,647	13	2	(26)	26	17	-	(2)	2,673	30	2	(28)
Tourism	1,195	180	136	(108)	6	5	5	(4)	1,201	185	141	(112)
Shipping	2,360	48	30	(11)	-	-	-	-	2,360	48	30	(11)
Transportation and
telecommunications	1,598	58	36	(45)	12	4	4	(2)	1,610	62	40	(47)
Other	461	41	34	(29)	55	14	4	(3)	516	55	38	(32)
Public sector	581	49	14	(22)	-	-	-	-	581	49	14	(22)
Total	29,070	4,151	1,642	(1,402)	1,119	445	128	(91)	30,189	4,596	1,770	(1,493)
Standby letters of credit
and financial guarantees
written	4,274	234	68	(49)	64	4	13	(1)	4,338	238	81	(50)
Commercial letters of
credit	606	-	3	(1)	406	33	1	-	1,012	33	4	(1)

Notes to the Financial Statements

Group and Bank

293

Analysis by product line, industry and geographical region | Bank

	Greece				International				Total
			Credit	ECL			Credit	ECL			Credit	ECL
As at 31 December 2023	Stage 1	Stage 2	impaired	allowance	Stage 1	Stage 2	impaired	allowance	Stage 1	Stage 2	impaired	allowance
Retail lending	7,175	1,959	504	(412)	-	-	-	-	7,175	1,959	504	(412)
Mortgage	5,000	1,626	291	(186)	-	-	-	-	5,000	1,626	291	(186)
Consumer	792	103	69	(91)	-	-	-	-	792	103	69	(91)
Credit cards	406	16	18	(22)	-	-	-	-	406	16	18	(22)
Small business lending	977	214	126	(113)	-	-	-	-	977	214	126	(113)
Corporate lending	21,046	799	620	(557)	-	-	-	-	21,046	799	620	(557)
Industry & mining	2,272	311	238	(198)	-	-	-	-	2,272	311	238	(198)
Trade and services (excl.
tourism)	7,864	91	168	(137)	-	-	-	-	7,864	91	168	(137)
Construction and real
estate development	1,361	32	30	(27)	-	-	-	-	1,361	32	30	(27)
Energy	3,176	4	6	(29)	-	-	-	-	3,176	4	6	(29)
Tourism	1,204	226	114	(62)	-	-	-	-	1,204	226	114	(62)
Shipping	2,669	17	-	(4)	-	-	-	-	2,669	17	-	(4)
Transportation and
telecommunications	1,611	100	32	(71)	-	-	-	-	1,611	100	32	(71)
Other	889	18	32	(29)	-	-	-	-	889	18	32	(29)
Public sector	678	21	15	(28)	-	-	-	-	678	21	15	(28)
Total	28,899	2,779	1,139	(997)	-	-	-	-	28,899	2,779	1,139	(997)
Standby letters of credit
and financial guarantees	5,196	217	70	(34)	-	-	-	(2)	5,196	217	70	(36)
written
Commercial letters of	433	1	2	-	351	61	-	-	784	62	2	-
credit

	Greece				International				Total
			Credit	ECL			Credit	ECL			Credit	ECL
As at 31 December 2022	Stage 1	Stage 2	impaired	allowance	Stage 1	Stage 2	impaired	allowance	Stage 1	Stage 2	impaired	allowance
Retail lending	6,532	3,090	748	(626)	-	-	1	(1)	6,532	3,090	749	(627)
Mortgage	4,848	2,341	419	(267)	-	-	-	-	4,848	2,341	419	(267)
Consumer	761	140	110	(123)	-	-	1	(1)	761	140	111	(124)
Credit cards	367	10	30	(39)	-	-	-	-	367	10	30	(39)
Small business lending	556	599	189	(197)	-	-	-	-	556	599	189	(197)
Corporate lending	22,021	829	826	(740)	8	-	3	(4)	22,029	829	829	(744)
Industry & mining	2,366	303	328	(291)	4	-	-	(1)	2,370	303	328	(292)
Trade and services (excl.
tourism)	10,268	151	205	(173)	4	-	3	(3)	10,272	151	208	(176)
Construction and real
estate development	1,224	40	56	(57)	-	-	-	-	1,224	40	56	(57)
Energy	2,640	13	2	(26)	-	-	-	-	2,640	13	2	(26)
Tourism	1,195	180	136	(108)	-	-	-	-	1,195	180	136	(108)
Shipping	2,360	48	30	(11)	-	-	-	-	2,360	48	30	(11)
Transportation and
telecommunications	1,595	58	36	(45)	-	-	-	-	1,595	58	36	(45)
Other	373	36	33	(29)	-	-	-	-	373	36	33	(29)
Public sector	580	24	14	(22)	-	-	-	-	580	24	14	(22)
Total	29,133	3,943	1,588	(1,388)	8	-	4	(5)	29,141	3,943	1,592	(1,393)
Standby letters of credit
and financial guarantees	4,605	234	67	(48)	-	-	1	(1)	4,605	234	68	(49)
written
Commercial letters of	606	-	3	(1)	405	33	1	-	1,011	33	4	(1)
credit

Notes to the Financial Statements

Group and Bank

294

4.2.14

Debt securities

The tables below present the movement of expected credit losses for debt securities during 2023 and 2022, for the Group and the Bank (see

also Note 22 “Investment Securities”):

ECL Movement for Debt Securities - Group & Bank 2023

	Securities measured at		Securities measured at
	amortised cost		FVTOCI
	Stage 1	Stage 2	Stage 1	Stage 2
Balance at 1 January	25	53	7	-
Net remeasurement of ECL allowance	(13)	(20)	(3)	-
Impairment losses on new assets	3	-	1	-
Derecognition of debt Securities	-	-	(2)	-
Balance at 31 December	15	33	3	-

ECL Movement

for Debt Securities - Group & Bank 2022

	Securities measured at		Securities measured at
	amortised cost		FVTOCI
	Stage 1	Stage 2	Stage 1	Stage 2
Balance at 1 January	18	57	4	1
Net remeasurement of ECL allowance	5	(4)	1	-
Impairment losses on new assets	3	-	2	-
Derecognition of debt Securities	(1)	-	-	(1)
Balance at 31 December	25	53	7	-

The tables below present an analysis of debt securities, treasury bills and other eligible bills by rating agency designation at 31 December 2023

and 2022, based on the lower rating between Moody’s and S&P ratings expressed in Moody’s equivalent:

Ratings – Group

	Securities	Securities	Securities
	measured at	measured at	measured at
As at 31 December 2023	FVTPL	FVTOCI	amortised cost	Total
Aaa	81	280	1,208	1,569
Aa1 to A3	187	64	513	764
Baa1 to Ba3	89	2,653	11,599	14,341
Lower than Ba3	1	29	42	72
Total	358	3,026	13,362	16,746

	Securities	Securities	Securities
	measured at	measured at	measured at
As at 31 December 2022	FVTPL	FVTOCI	amortised cost	Total
Aaa	44	140	302	486
Aa1 to A3	114	82	-	196
Baa1 to Ba3	46	2,394	9,764	12,204
Lower than Ba3	6	115	292	413
Total	210	2,731	10,358	13,299

Ratings – Bank

	Securities	Securities	Securities
	measured at	measured at	measured at
As at 31 December 2023	FVTPL	FVTOCI	amortised cost	Total
Aaa	81	280	1,203	1,564
Aa1 to A3	187	64	499	750
Baa1 to Ba3	89	2,560	11,400	14,049
Lower than Ba3	1	28	41	70
Total	358	2,932	13,143	16,433

Notes to the Financial Statements

Group and Bank

295

	Securities	Securities	Securities
	measured at	measured at	measured at
As at 31 December 2022	FVTPL	FVTOCI	amortised cost	Total
Aaa	44	140	302	486
Aa1 to A3	114	82	-	196
Baa1 to Ba3	46	2,357	9,527	11,930
Lower than Ba3	5	115	291	411
Total	209	2,694	10,120	13,023

4.3

Market risk

Market risk is the current or prospective risk to earnings and capital arising from adverse movements in interest rates, equity and commodity

prices and exchange rates, and their levels of volatility. The main contributor to market risk in the Group is the Bank. The most significant types

of market risk for the Bank are interest rate risk, equity risk, foreign exchange risk and commodity risk. For more information over the significant

types of market risk for the Group, please refer to the “Board of Directors Report” section “Risk management – Management of Risks – Market

Risk”.

4.3.1

Market risk on trading and HTCS portfolios - Value-at-Risk (“VaR”)

The Bank uses internally developed and implemented market risk models and systems to assess and quantify the portfolio market risk, based

on best practice and industry-wide accepted risk metrics. More specifically, the Bank estimates the market risk of its trading and the held to

collect and sell (HTCS) portfolios using the VaR methodology. This has been implemented in NBG’s risk platform which is RiskWatch by

Algorithmics (currently SS&C Technologies). In particular, the Bank has adopted the variance-covariance (VCV) methodology, with a 99%

confidence interval and a 1-day holding period. The VaR is calculated on a daily basis for the Bank’s trading and HTCS portfolios, along with the

VaR per risk type (interest rate, equity and foreign exchange risk). The VaR estimates are used internally as a risk management tool, as well as

for regulatory purposes. The GFLRMD calculates the VaR of the Bank’s trading and HTCS portfolios, for internal use, on a daily basis, using the

latest 75 exponentially weighted daily observations to construct the VCV matrices. For regulatory purposes, the calculations apply only on the

trading portfolio and the VCV matrices are based on 252, equally weighted, daily observations. The risk factors relevant to the financial products

in the Bank’s portfolio are interest rates, equity indices, foreign exchange rates and commodity prices. Additionally, the GFLRMD calculates the

stressed VaR (sVaR) of the Bank’s trading portfolio, which is defined as the VaR, where model inputs are calibrated to historical data from a

continuous 1-year period of significant financial stress, relevant to the Bank’s portfolio. The relevant VCV matrices are identified over a period

starting in January 2008. Similarly, to VaR, NBG calculates sVaR on a daily basis, using a 1-day holding period and 99% confidence level.

The following tables reflect the VaR of the Bank (99%, 1 day) for the years ended 31 December 2023 and 2022, respectively.

		Interest Rate Risk		Foreign Exchange
2023 (in € 000)	Total VaR	VaR	Equity Risk VaR	Risk VaR
31 December	12,486	12,741	421	522
Average (daily value)	13,744	13,570	568	328
Max (daily value)	23,649	23,315	1,646	996
Min (daily value)	9,215	9,118	177	83

		Interest Rate Risk		Foreign Exchange
2022 (in € 000)	Total VaR	VaR	Equity Risk VaR	Risk VaR
31 December	17,973	17,676	518	320
Average (daily value)	18,169	17,715	1,504	342
Max (daily value)	33,176	31,929	4,656	1,201
Min (daily value)	9,688	10,065	518	81

The VaR of the Bank’s Trading and HTCS portfolios is mostly hedged for interest rate risk, but it is exposed to credit-spread risk, through the

positions in Greek and other EU periphery sovereign bonds, held in the HTCS portfolio.

By the end of Q2.2023, the credit spreads of the EU periphery sovereign yields had significantly decreased, compared to the respective levels

at the end of 2022, despite their fluctuations during the first quarter, following ECB’s decisions to raise interest rates. As a result, the volatilities

of the sovereign yields gradually receded, thus leading to lower VaR estimates.

During most of the third quarter of the year, the EU periphery sovereign credit spreads remained stable. However, at the end of September,

Italy’s decision to raise its planned fiscal deficit levels, triggered investors’ fears about the country’s long-term growth prospects and led to the

widening of the EU periphery sovereign credit spreads. This resulted in the increase of the volatilities of the sovereign yields and to higher VaR

estimates.

Nonetheless, in the last quarter of 2023, the credit spreads of the EU periphery sovereign yields declined, causing the respective yield volatilities

to recede and the VaR estimates to decrease. By the end of 2023, the VaR of the Bank’s trading and HTCS portfolio stood at €13 million,

considerably below the respective level at the end of the previous year.

Notes to the Financial Statements

Group and Bank

296

Back-testing

The Bank performs back-testing on a daily basis, in order to verify the predictive power of the VaR model. In accordance with the guidelines set

out in the Capital Requirements Regulation 575/2013, the calculations only refer to the Bank’s trading portfolio and involve the comparison of

the hypothetical as well as the actual daily gains/losses of the portfolio, with the respective estimates of the VaR model used for regulatory

purposes. The hypothetical gains/losses are the change in the value of the portfolio between days t and t+1, assuming that the portfolio remains

constant between the two days. In the same context, the actual gains/losses are the change in the value of the portfolio between days t and

t+1, including all transactions and/or any realized gains/losses that took place in day t+1, excluding fees, commissions and net interest income.

Any excess of the hypothetical/actual losses over the VaR estimate is reported to the regulatory authorities within no later than five business

days. Moreover, the Board is informed about the total number of excesses, on a monthly basis. During 2023, no over-shootings in the VaR of

the Bank’s Trading Book were recorded.

Stress Testing

The VaR model is based on certain theoretical assumptions, which do not fully capture the potential “tail events” in the markets.

To enhance the predictability of our VaR model and minimize the effect of the aforementioned limitations, NBG performs stress testing on a

weekly basis. The aim of stress testing is to evaluate the gains or losses that may occur under extreme market conditions and applies on both,

trading and HTCS portfolios. These scenarios are presented in the following tables:

Interest rate-related scenarios:

Scenario	Description	0-3 Months	3 Months-
			5 Years	>5 Years
1	Parallel Curve Shift	+200 bps	+200 bps	+200 bps
2	Parallel Curve Shift	−200 bps	−200 bps	−200 bps
3	Steepening	0 bps	+100 bps	+200 bps
4	Flattening	+200 bps	+100 bps	0 bps

Equities/Commodities scenarios:

Scenario	Description
1	-30% for all indices

Foreign exchange rate-related scenarios:

Scenario	Description
1	appreciation by 30%
2	depreciation by 30%

Additionally, the following volatility stress scenarios are defined and the trading and HTCS portfolios are assessed, on a daily basis:

Volatility scenarios:

Scenario	Description
1	IR: normal +1bp, lognormal +1%, EQT & FX: +1%
2	IR: normal +5bp, lognormal +5%, EQT & FX: +5%
3	IR: normal +10bp, lognormal +10%, EQT & FX: +10%
4	IR: normal -1bp, lognormal -1%, EQT & FX: -1%
5	IR: normal -5bp, lognormal -5%, EQT & FX: -5%
6	IR: normal -10bp, lognormal -10%, EQT & FX: -10%

Notes to the Financial Statements

Group and Bank

297

4.3.2

Limitations of the VAR model

The VaR model is based on certain theoretical assumptions, which under extreme market conditions might not capture the maximum loss the

Bank may suffer. The restrictions of this methodology are summarized as follows:

•

The use of volatilities and correlations as predictive measures for the behaviour of risk factors in the future might prove insufficient in

periods of intense volatility in financial markets. However, this limitation is mitigated with the calculation of the stressed VaR;

•

The ten-day holding period for the VaR calculations (used for regulatory purposes and capital allocation), implies that the Bank will be

able to liquidate all its trading positions within this time period. This assumption might underestimate market risk in periods of

insufficient liquidity in the financial markets;

•

VaR refers to the plausible loss at a 99% confidence interval, without taking into account any losses beyond that level;

•

All VaR calculations are performed on a close-of-business (“COB”) basis and not on an intraday basis, thus not taking into account the

respective portfolio changes;

•

VaR estimates rely on small changes in the level of the relevant risk factors. For bigger movements (tail events), this metric might not

fully capture the impact on the value of the portfolio; and

•

Returns on individual risk factors are assumed to follow a normal distribution. If this assumption does not hold, the probability of

extreme market movements could be underestimated. This limitation is mitigated through the stress testing framework, analysed in

the previous section.

4.3.3

Interest rate risk in the banking book

Interest Rate Risk in the Banking Book (IRRBB) refers to the current or prospective risk to the Group’s and Bank’s capital and earnings arising

from adverse movements in interest rates that affect the Banking Book positions. The main sources of IRRBB are the following: re-pricing risk,

basis risk and optionality risk. For further analysis please refer to the “Board of Directors Report” section “Risk management – Management of

Risks – Interest Rate Risk in the Banking Book”).

Notes to the Financial Statements

Group and Bank

298

4.3.4

Interest rate risk based on next re-pricing date

The interest rate risk for the Group and the Bank, relating to financial instruments based on next re-pricing date, is summarised as follows:

Interest re-pricing dates - Group

			3 to 12			Non interest
As at 31 December 2023	Up to 1 month	1 to 3 months	months	1 to 5 yrs	Over 5 yrs	bearing	Total
Assets
Cash and balances with central banks	7,436	-	-	-	-	1,579	9,015
Due from banks	2,249	-	119	146	4	275	2,793
Financial assets at fair value through
profit or loss	75	22	79	112	96	323	707
Loans and advances to customers	17,090	4,634	6,855	3,535	1,378	731	34,223
Investment securities at fair value
through OCI	177	468	778	339	1,263	107	3,132
Investment securities at amortised cost	301	579	2,392	489	9,599	2	13,362
Other assets	-	-	-	-	-	1,469	1,469
Total	27,328	5,703	10,223	4,621	12,340	4,486	64,701
Liabilities
Due to banks	1,420	-	1,155	1,054	169	2	3,800
Due to customers	44,454	1,888	6,250	3,178	3	1,353	57,126
Debt securities in issue & other borrowed
funds	19	31	10	1,394	924	41	2,419
Other liabilities	-	-	-	-	-	1,033	1,033
Lease liability	6	49	45	209	341	-	650
Total	45,899	1,968	7,460	5,835	1,437	2,429	65,028
Total interest sensitivity gap	(18,571)	3,735	2,763	(1,214)	10,903	2,057	(327)

Interest re-pricing dates - Group

			3 to 12			Non interest
As at 31 December 2022	Up to 1 month	1 to 3 months	months	1 to 5 yrs	Over 5 yrs	bearing	Total
Assets
Cash and balances with central banks	12,856	-	-	-	-	1,370	14,226
Due from banks	2,523	2	86	167	-	122	2,900
Financial assets at fair value through
profit or loss	22	5	37	98	61	172	395
Loans and advances to customers	18,903	5,339	5,450	3,291	1,741	837	35,561
Investment securities at fair value
through OCI	44	719	540	226	1,202	101	2,832
Investment securities at amortised cost	98	169	1,973	416	7,700	2	10,358
Other assets	-	-	-	-	-	1,771	1,771
Total	34,446	6,234	8,086	4,198	10,704	4,375	68,043
Liabilities
Due to banks	1,237	30	6,285	2,149	108	2	9,811
Due to customers	46,506	2,057	2,823	2,723	3	1,080	55,192
Debt securities in issue & other borrowed
funds	2	30	5	1,331	400	26	1,794
Other liabilities	2	-	-	-	-	1,324	1,326
Lease liability	7	13	61	290	784	-	1,155
Total	47,754	2,130	9,174	6,493	1,295	2,432	69,278
Total interest sensitivity gap	(13,308)	4,104	(1,088)	(2,295)	9,409	1,943	(1,235)

Notes to the Financial Statements

Group and Bank

299

Interest re-pricing dates - Bank

			3 to 12			Non interest
As at 31 December 2023	Up to 1 month	1 to 3 months	months	1 to 5 yrs	Over 5 yrs	bearing	Total
Assets
Cash and balances with central banks	7,245	-	-	-	-	1,370	8,615
Due from banks	2,233	10	120	146	-	270	2,779
Financial assets at fair value through
profit or loss	49	22	79	112	96	285	643
Loans and advances to customers	15,989	5,039	6,434	3,096	1,036	625	32,219
Investment securities at fair value
through OCI	139	468	759	305	1,260	95	3,026
Investment securities at amortised cost	272	579	2,343	362	9,588	-	13,144
Other assets	-	-	-	-	-	1,401	1,401
Total	25,927	6,118	9,735	4,021	11,980	4,046	61,827
Liabilities
Due to banks	1,453	-	1,155	1,055	169	-	3,832
Due to customers	43,805	1,827	5,946	2,918	-	1,086	55,582
Debt securities in issue & other borrowed
funds	-	-	-	1,371	913	39	2,323
Other liabilities	16	-	-	-	-	886	902
Lease liability	7	50	46	208	333	-	644
Total	45,281	1,877	7,147	5,552	1,415	2,011	63,283
Total interest sensitivity gap	(19,354)	4,241	2,588	(1,531)	10,565	2,035	(1,456)

Interest re-pricing dates - Bank

			3 to 12			Non interest
As at 31 December 2022	Up to 1 month	1 to 3 months	months	1 to 5 yrs	Over 5 yrs	bearing	Total
Assets
Cash and balances with central banks	12,736	-	-	-	-	1,221	13,957
Due from banks	2,460	25	86	167	-	116	2,854
Financial assets at fair value through	8	5	37	98	61	166	375
profit or loss
Loans and advances to customers	18,167	5,158	5,274	2,948	1,507	728	33,782
Investment securities at fair value	14	719	531	226	1,203	91	2,784
through OCI
Investment securities at amortised cost	78	169	1,937	328	7,609	-	10,121
Other assets	-	-	-	-	-	1,699	1,699
Total	33,463	6,076	7,865	3,767	10,380	4,021	65,572
Liabilities
Due to banks	1,455	30	6,285	2,149	108	-	10,027
Due to customers	45,783	1,991	2,546	2,565	-	819	53,704
Debt securities in issue & other borrowed	-	-	-	1,315	391	25	1,731
funds
Other liabilities	3	-	-	-	-	1,152	1,155
Lease liability	7	14	62	279	642	-	1,004
Total	47,248	2,035	8,893	6,308	1,141	1,996	67,621
Total interest sensitivity gap	(13,785)	4,041	(1,028)	(2,541)	9,239	2,025	(2,049)

Notes to the Financial Statements

Group and Bank

300

4.3.5

Foreign exchange risk

Foreign Exchange Risk is the risk related to the potential loss due to adverse movements in foreign exchange rates. The Open Currency Position

(“OCP”) of the Bank primarily arises from foreign exchange spot and forward transactions, as well as from the mark-to-market of NBG’s OTC

derivatives’ trades denominated in foreign currency.

The foreign exchange risk concentration for the Group and the Bank as at 31 December 2023 and 31 December 2022 is presented in the following

tables:

Foreign exchange risk concentration - Group


As at 31 December 2023	EURO	USD	GBP	JPY	CHF	Other	Total
Assets
Cash and balances with central banks	8,809	19	4	-	2	181	9,015
Due from banks	2,254	264	8	24	181	62	2,793
Financial assets at fair value through profit or loss	702	5	-	-	-	-	707
Derivative financial instruments	1,996	46	8	-	-	24	2,074
Loans and advances to customers	30,261	2,703	31	-	211	1,017	34,223
Securities measured at fair value through other comprehensive
income	2,874	178	-	-	-	80	3,132
Securities measured at amortised cost	13,306	41	-	-	-	15	13,362
Investment property	58	-	-	-	-	2	60
Equity method investments	175	-	-	-	-	-	175
Goodwill, software and other intangible assets	521	-	-	-	-	3	524
Property and equipment	1,321	-	-	-	-	18	1,339
Other assets	6,194	194	10	-	57	30	6,485
Total assets excl. assets held-for-sale	68,471	3,450	61	24	451	1,432	73,889
Non-current assets held for sale	665	3	-	-	27	-	695
Total assets	69,136	3,453	61	24	478	1,432	74,584


As at 31 December 2023	EURO	USD	GBP	JPY	CHF	Other	Total
Liabilities
Due to banks	3,341	99	2	-	357	1	3,800
Derivative financial instruments	1,357	49	2	-	2	4	1,414
Due to customers	53,465	2,012	119	4	44	1,482	57,126
Debt securities in issue & Other borrowed funds	2,185	-	231	-	-	3	2,419
Other liabilities	1,688	166	4	-	-	39	1,897
Retirement benefit obligations	247	-	-	-	-	1	248
Total liabilities excl. liabilities associated with non current
assets held-for-sale	62,283	2,326	358	4	403	1,530	66,904
Liabilities associated with non-current assets held for sale	28	-	-	-	-	-	28
Total liabilities	62,311	2,326	358	4	403	1,530	66,932
Net on balance sheet position	6,825	1,127	(297)	20	75	(98)	7,652

Notes to the Financial Statements

Group and Bank

301

Foreign exchange risk concentration - Group


As at 31 December 2022	EURO	USD	GBP	JPY	CHF	Other	Total
Assets
Cash and balances with central banks	14,049	21	3	-	1	152	14,226
Due from banks	2,704	88	10	15	40	43	2,900
Financial assets at fair value through profit or loss	382	9	4	-	-	-	395
Derivative financial instruments	1,892	63	6	-	-	1	1,962
Loans and advances to customers	31,850	2,457	33	-	231	990	35,561
Securities measured at fair value through other comprehensive
income	2,715	86	-	-	-	31	2,832
Securities measured at amortised cost	10,296	43	-	-	-	19	10,358
Investment property	63	-	-	-	-	8	71
Equity method investments	175	-	-	-	-	-	175
Goodwill, software and other intangible assets	429	-	-	-	-	2	431
Property and equipment	1,537	-	-	-	-	28	1,565
Other assets	6,740	306	14	-	26	56	7,142
Total assets excl. assets held-for-sale	72,832	3,073	70	15	298	1,330	77,618
Non-current assets held for sale	472	2	-	-	21	-	495
Total assets	73,304	3,075	70	15	319	1,330	78,113


As at 31 December 2022	EURO	USD	GBP	JPY	CHF	Other	Total
Liabilities
Due to banks	9,773	2	3	-	30	3	9,811
Derivative financial instruments	1,787	132	1	-	2	1	1,923
Due to customers	51,146	2,224	124	4	219	1,475	55,192
Debt securities in issue & Other borrowed funds	1,582	-	209	-	-	3	1,794
Other liabilities	2,399	206	5	-	-	35	2,645
Retirement benefit obligations	247	-	-	-	-	1	248
Total liabilities excl. liabilities associated with non current
assets held-for-sale	66,934	2,564	342	4	251	1,518	71,613
Liabilities associated with non-current assets held for sale	25	-	-	-	-	-	25
Total liabilities	66,959	2,564	342	4	251	1,518	71,638
Net on balance sheet position	6,345	511	(272)	11	68	(188)	6,475

Foreign exchange risk concentration - Bank


As at 31 December 2023	EURO	USD	GBP	JPY	CHF	Other	Total
Assets
Cash and balances with central banks	8,586	18	3	-	2	6	8,615
Due from banks	2,295	243	4	24	176	37	2,779
Financial assets at fair value through profit or loss	638	5	-	-	-	-	643
Derivative financial instruments	1,996	46	8	-	-	24	2,074
Loans and advances to customers	29,290	2,693	26	-	210	-	32,219
Securities measured at fair value through other comprehensive
income	2,857	170	-	-	-	-	3,027
Securities measured at amortised cost	13,102	41	-	-	-	-	13,143
Investments in subsidiaries	779	-	-	-	-	-	779
Investment property	1	-	-	-	-	-	1
Equity method investments	171	-	-	-	-	-	171
Goodwill, software and other intangible assets	516	-	-	-	-	-	516
Property and equipment	1,105	-	-	-	-	-	1,105
Other assets	6,096	193	9	-	57	4	6,359
Total assets excl. non current assets held for sale	67,432	3,409	50	24	445	71	71,431
Non-current assets held for sale	613	3	-	-	22	-	638
Total assets	68,045	3,412	50	24	467	71	72,069


As at 31 December 2023	EURO	USD	GBP	JPY	CHF	Other	Total
Liabilities
Due to banks	3,349	123	3	-	357	-	3,832
Derivative financial instruments	1,356	49	2	-	2	4	1,413
Due to customers	52,911	1,975	130	5	38	523	55,582
Debt securities in issue & Other borrowed funds	2,092	-	231	-	-	-	2,323
Other liabilities	1,532	157	3	-	-	10	1,702
Retirement benefit obligations	246	-	-	-	-	-	246
Total liabilities excl. liabilities associated with non current
assets held for Sale	61,486	2,304	369	5	397	537	65,098
Total liabilities	61,486	2,304	369	5	397	537	65,098
Net on balance sheet position	6,559	1,108	(319)	19	70	(466)	6,971

Notes to the Financial Statements

Group and Bank

302

Foreign exchange risk concentration - Bank


As at 31 December 2022	EURO	USD	GBP	JPY	CHF	Other	Total
Assets
Cash and balances with central banks	13,929	20	3	-	-	5	13,957
Due from banks	2,714	61	6	15	34	24	2,854
Financial assets at fair value through profit or loss	366	9	-	-	-	-	375
Derivative financial instruments	1,892	63	6	-	-	1	1,962
Loans and advances to customers	31,090	2,431	28	-	231	2	33,782
Securities measured at fair value through other comprehensive
income	2,705	79	-	-	-	-	2,784
Securities measured at amortised cost	10,078	43	-	-	-	-	10,121
Investments in subsidiaries	759	-	-	-	-	-	759
Investment property	2	-	-	-	-	-	2
Equity method investments	172	-	-	-	-	-	172
Goodwill, software and other intangible assets	424	-	-	-	-	-	424
Property and equipment	1,164	-	-	-	-	-	1,164
Other assets	6,655	306	13	-	26	19	7,019
Total assets excl. non current assets held for sale	71,950	3,012	56	15	291	51	75,375
Non-current assets held for sale	423	2	-	-	16	-	441
Total assets	72,373	3,014	56	15	307	51	75,816


As at 31 December 2022	EURO	USD	GBP	JPY	CHF	Other	Total
Liabilities
Due to banks	9,969	22	3	-	30	3	10,027
Derivative financial instruments	1,787	132	1	-	2	1	1,923
Due to customers	50,584	2,182	137	5	213	583	53,704
Debt securities in issue & Other borrowed funds	1,522	-	209	-	-	-	1,731
Other liabilities	2,087	198	4	-	-	13	2,302
Retirement benefit obligations	246	-	-	-	-	-	246
Total liabilities excl. liabilities associated with non current
assets held for Sale	66,195	2,534	354	5	245	600	69,933
Total liabilities	66,195	2,534	354	5	245	600	69,933
Net on balance sheet position	6,178	480	(298)	10	62	(549)	5,883

4.4

Country risk

Country risk is the current or prospective risk to earnings and capital, caused by events in a particular country which are at least to some extent

under the control of the government but definitely not under the control of a private enterprise or individual. The main categories of country

risk consist of sovereign risk, convertibility risk and transfer risk. For more information, please refer to the “Board of Directors Report” section

“Risk management – Management of Risks – Country Risk”.

4.5

Liquidity risk

4.5.1

Liquidity risk management

Liquidity Risk is defined as the current or prospective risk to earnings and capital arising from the institution’s inability to meet its liabilities

when they come due without incurring unacceptable losses.

It reflects the potential mismatch between incoming and outgoing payments, taking into account unexpected delays in repayments (term

Liquidity Risk) or unexpectedly high outflows (withdrawal/call risk). Liquidity Risk involves both the risk of unexpected increases in the cost of

funding of the portfolio of assets at appropriate maturities and rates, and the risk of being unable to liquidate a position in a timely manner and

on reasonable terms. For more information please refer to the “Board of Directors Report” section “Risk management – Management of Risks

– Liquidity Risk”.

Notes to the Financial Statements

Group and Bank

303

4.5.2

Contractual undiscounted cash flows

The contractual undiscounted cash outflows of the Group’s and the Bank’s non-derivative financial liabilities are presented in the tables below.

Liquidity risk arising from derivatives is not considered significant.

Contractual undiscounted cash outflows - Group


		1 to 3	3 to 12	1 to 5	Over 5
As at 31 December 2023	Up to 1 month	months	months	yrs	yrs	Total
Due to banks	1,380	1,178	851	210	344	3,963
Due to customers	47,332	1,921	6,669	1,310	15	57,247
Debt securities in issue & Other borrowed funds	23	26	669	1,991	12	2,721
Other liabilities	139	567	318	-	40	1,064
Lease liability	8	51	47	237	585	928
Total – on balance sheet	48,882	3,743	8,554	3,748	996	65,923
Credit commitments	799	381	1,324	1,380	2,142	6,026

Contractual undiscounted cash outflows - Group


		1 to 3	3 to 12	1 to 5	Over 5
As at 31 December 2022	Up to 1 month	months	months	yrs	yrs	Total
Due to banks	1,239	30	6,348	2,233	109	9,959
Due to customers	49,384	2,139	2,941	775	11	55,250
Debt securities in issue & Other borrowed funds	13	20	111	1,993	10	2,147
Other liabilities	165	916	167	-	43	1,291
Lease liability	8	13	61	305	1,075	1,462
Total – on balance sheet	50,809	3,118	9,628	5,306	1,248	70,109
Credit commitments	1,186	380	839	1,017	2,284	5,706

Contractual undiscounted cash outflow - Bank


		1 to 3	3 to 12	1 to 5	Over 5
As at 31 December 2023	Up to 1 month	months	months	yrs	yrs	Total
Due to banks	1,412	1,177	851	211	344	3,995
Due to customers	46,432	1,857	6,357	1,038	11	55,695
Debt securities in issue & Other borrowed funds	-	-	657	1,966	-	2,623
Other liabilities	1	568	320	8	47	944
Lease liability	7	50	47	234	581	919
Total – on balance sheet	47,852	3,652	8,232	3,457	983	64,176
Credit commitments	714	379	1,317	1,380	2,541	6,331

Contractual undiscounted cash outflow - Bank


		1 to 3	3 to 12	1 to 5	Over 5
As at 31 December 2022	Up to 1 month	months	months	yrs	yrs	Total
Due to banks	1,456	30	6,348	2,233	109	10,176
Due to customers	48,419	2,071	2,654	607	8	53,759
Debt securities in issue & Other borrowed funds	-	-	106	1,978	-	2,084
Other liabilities	3	916	166	-	46	1,131
Lease liability	8	14	62	308	1,075	1,467
Total – on balance sheet	49,886	3,031	9,336	5,126	1,238	68,617
Credit commitments	1,179	375	793	994	2,614	5,955

Other liabilities mainly include accrued interest and commissions, payables to suppliers, amounts due to government agencies, taxes payable

(other than income taxes), and accrued expenses.

Notes to the Financial Statements

Group and Bank

304

4.6

Capital adequacy

In June 2013, the European Parliament and the Council of Europe issued Directive 2013/36/EU and Regulation (EU) No 575/2013 (known as

Capital Requirements Directive IV (“CRD IV”) and Capital Requirements Regulation (“CRR”) respectively), which incorporate the key

amendments that have been proposed by the Basel Committee for Banking Supervision (known as (“Basel III”)). Directive 2013/36/EU has been

transported into Greek Law by virtue of Greek Law 4261/2014 and Regulation (EU) No 575/2013 has been directly applicable to all EU Member

States since 1 January 2014 and certain changes under CRD IV were implemented gradually.

Regulation (EU) No 575/2013, as amended by Regulation (EU) No 876/2019 (CRR2), defines the minimum capital requirements (Pillar 1

requirements) and Directive 2013/36/EU, as amended by Directive 2019/878/EU (CRD V), defines the combined buffer requirements for EU

institutions. In addition, Directive 2013/36/EU provides (Art. 97 et seq.) that Competent Authorities regularly carry out the Supervisory Review

and Evaluation process (“SREP”), to assess and measure risks not covered, or not fully covered, under Pillar 1 and determine additional capital

and liquidity requirements (Pillar 2 requirements). SREP is conducted under the lead of the ECB. The SREP decision is tailored to each bank’s

individual profile. The Pillar 1 (minimum regulatory requirement) and Pillar 2 requirements form the Total SREP Capital Requirement (TSCR).

NBG Group is required to meet its Overall Capital Requirements (OCR) that consists of the Total SREP Capital Requirement (TSCR) and the

Combined Buffer Requirement (CBR) as defined in point (6) of Article 128 of Directive 2013/36/EU.

The table below presents the breakdown of the Group’s CET1 and Total Capital regulatory requirements:


	CET1 Capital Requirements		Overall Capital Requirements
	2024	2023	2024	2023
Pillar 1 (minimum regulatory requirement)	4.50%	4.50%	8.00%	8.00%
Pillar 2 (P2R)	1.55%	1.69%	2.75%	3.00%
Total SREP Capital Requirement (TSCR)	6.05%	6.19%	10.75%	11.00%
Capital conservation buffer (CCoB)	2.50%	2.50%	2.50%	2.50%
Countercyclical capital buffer (CCyB)	1.00%	1.00%	1.00%	1.00%
O-SII Buffer	0.07%	0.07%	0.07%	0.07%
Combined Buffer Requirement (CBR)	3.57%	3.57%	3.57%	3.57%
Overall Capital Requirement (OCR)	9.62%	9.76%	14.32%	14.57%

The aim of the Group is to maintain a strong capital basis, well above regulatory requirements ensuring the execution of Group’s business plan

and the achievement of its strategic goals.

The capital adequacy ratios for the Group and the Bank are presented in the table below:


	Group		Bank
	31.12.2023*	31.12.2022*	31.12.2023*	31.12.2022*
Common Equity Tier 1	17.8%	16.6%	17.3%	16.3%
Tier 1	17.8%	16.6%	17.3%	16.3%
Total	20.2%	17.7%	19.9%	17.5%

* including profit for the period, post dividend accrual.

On 31 December 2023, Group’s CET1 and Total Capital ratios stood at 17.8% and 20.2% respectively, well above the required capital requirement

of 9.76% for CET1 and of 14.57% for Total Capital.

DTC Law

Article 27A of Greek Law 4172/2013 (“DTC Law”), as currently in force, allows credit institutions, under certain conditions, and from 2017

onwards to convert deferred tax assets (“DTAs”) arising from (a) private sector initiative (“PSI”) losses, (b) accumulated provisions for credit

losses recognized as at 30 June 2015, (c) losses from final write off or the disposal of loans and (d) accounting write offs, which will ultimately

lead to final write offs and losses from disposals, to a receivable (“Tax Credit”) from the Greek State. Items (c) and (d) above were added with

Greek Law 4465/2017 enacted on 29 March 2017. The same Greek Law 4465/2017 provided that the total tax relating to cases (b) to (d) above

cannot exceed the tax corresponding to accumulated provisions recorded up to 30 June 2015 less (a) any definitive and cleared Tax Credit,

which arose in the case of accounting loss for a year according to the provisions of par.2 of article 27A of Greek Law 4172/2013, which relate to

the above accumulated provisions, (b) the amount of tax corresponding to any subsequent specific tax provisions, which relate to the above

accumulated provisions and (c) the amount of the tax corresponding to the annual amortization of the debit difference that corresponds to the

above provisions and other losses in general arising due to credit risk.

The main condition for the conversion of DTAs to a Tax Credit, is the existence of an accounting loss at Bank level of a respective year, starting

from accounting year 2016 and onwards. The Tax Credits will be calculated as a ratio of IFRS accounting losses to net equity (excluding the year’s

losses) on a solo basis and such ratio will be applied to the remaining Eligible DTAs in a given year to calculate the Tax Credit that will be

converted in that year, in respect of the prior tax year. The Tax Credit may be offset against income taxes payable. The non-offset part of the

Notes to the Financial Statements

Group and Bank

305

Tax Credit is immediately recognized as a receivable from the Greek State. The Bank is obliged to issue conversion rights to the Greek State for

an amount of 100% of the Tax Credit in favour of the Greek State and will create a specific reserve for an equal amount. Common shareholders

have pre-emption rights on these conversion rights. The reserve will be capitalized with the issuance of common shares in favour of the Greek

State. This legislation allows credit institutions to treat such DTAs as not “relying on future profitability” according to CRD IV, and as a result

such DTAs are not deducted from CET1, hence improving a credit institution’s capital position.

Furthermore, Greek Law 4465/2017 amended article 27 “Carry forward losses” by introducing an amortization period of 20 years for losses due

to loan write offs as part of a settlement or restructuring and losses that crystallize as a result of a disposal of loans. In addition, in 2021 Greek

Law 4831 further amended article 27 of Greek Law 4172/2013 (see Note 27 “Deferred tax assets and liabilities” of the Annual Financial Report

for the year ended 31 December 2022).

On 7 November 2014, the Bank convened an extraordinary General Shareholders Meeting which resolved to include the Bank in the DTC Law.

An exit by the Bank from the provisions of the DTC Law requires regulatory approval and a General Shareholders meeting resolution.

As of 31 December 2023, the amount of DTAs that were eligible for conversion to a receivable from the Greek State subject to the DTC Law was

€3.7 billion (31 December 2022: €3.9 billion). The conditions for conversion rights were not met in the year ended 31 December 2023 and no

conversion rights are deliverable in 2024.

2023 EBA EU-wide Stress Test (“2023 ST”)

On 31 January 2023, the European Banking Authority (EBA) launched the 2023 ST for a sample of 70 EU-wide participating banks. 2023 ST was

designed to provide valuable input for assessing the resilience of the European banking sector in the current uncertain and changing

macroeconomic environment. NBG participated in the 2023 ST as part of the EBA sample of euro-area’s largest banks.

The 2023 ST was based on a static balance sheet approach, thus factoring in the Group’s financial and capital position of 31.12.2022 as a starting

point and conducting a 3-year horizon stress simulation (for the period 2023-2025), under a Baseline and an Adverse scenario.

On 28 July 2023, EBA announced the results of the 2023 ST.

Under the commonly applied methodology in the Adverse scenario, the Bank’s fully

loaded (“FL”) CET 1 ratio incurred a maximum depletion of 2.71%, reaching its lowest level of 13.1% in the first year of the projections (2023).

This outcome positions the Bank as a top performer among its domestic peers which report a maximum depletion of 3.50% on average excluding

the Bank.

By the same indicator, the Bank ranks 11th among the 70 EU-wide participating banks, and 5th considering the FL CET1 depletion by the end of

2025.

Considering the full 3-year horizon of the Stress Test:

•

Under the Adverse scenario, the Bank’s FL CET 1 ratio settled at 14.5% at the end of 2025, indicating a depletion of 1.36% compared

with the starting point of the exercise.

•

The Baseline scenario resulted in a capital accretion of 5.76% over the 3-year horizon, with the FL CET 1 ratio reaching the level of

21.6% in 2025.

The result of the 2023 ST demonstrates the Group’s resilience to shocks and ability to maintain solid capital levels, even in conditions of severe

economic stress. Comparing the performance to previous stress test exercises, the Bank has achieved notable progress over the past years in

strengthening its balance sheet, despite globally challenging economic conditions. Specifically, the 2023 ST outcome reflects the successful NPE

deleveraging Strategy, the build-up of adequate capital buffers as well as a favorable liquidity position of the Group.

One-off Fit-for-55 Climate Risk Scenario Analysis

NBG is participating in the One-off Fit-for-55 climate risk scenario analysis which aims at assessing the resilience of the financial sector in line

with the Fit-for-55 package and to gain insights into the capacity of the financial system to support the transition to a lower carbon economy

under conditions of stress. This exercise is part of the new mandates received by the European Supervisory Authorities in the scope of the

European Commission's Renewed Sustainable Finance Strategy. Given its cross-sectoral and system-wide nature, this exercise is conducted

jointly by the European Supervisory Authorities (ESAs), the European Central Bank (ECB), and the European Systemic Risk Board (ESRB).

2024 SSM cyber resilience stress test

The European Central Bank (ECB) launched in January 2024 a Cyber Resilience Stress Test involving 109 directly supervised banks. The exercise

assesses how banks respond to and recover from a cyberattack, rather than their ability to prevent it. Under the stress test scenario, the

hypothetical cyberattack succeeds in disrupting the bank’s daily business operations and Banks are requested to self evaluate their response

and recovery capabilities, including their ability of activating and executing emergency procedures and contingency plans and restoring normal

operations. Supervisors will subsequently assess the extent to which Banks will need to demonstrate their ability to cope under such a scenario

and the insights gained will be used for the wider supervisory assessment in 2024. The exercise’s main findings and recommendations will be

communicated upon conclusion of the exercise in the summer of 2024.

Notes to the Financial Statements

Group and Bank

306

MREL Requirements

Under the Directive 2014/59 (Bank Recovery and Resolution Directive or (“BRRD”), as amended by Directive 2019/879 (BRRD II), banks in the

European Union are required to maintain a Minimum Requirement for own funds and Eligible Liabilities (“MREL”), which ensures sufficient loss-

absorbing capacity in resolution. MREL includes a risk- and a leverage-based dimension. MREL is therefore expressed as two ratios that both

have to be met: (i) as a percentage of Total Risk Exposure Amount (“TREA”), (the “MREL-TREA”); and (ii) as a percentage of the Leverage Ratio

Exposure (“LRE”), (the “MREL-LRE”).

Instruments qualifying for MREL are own funds (Common Equity Tier 1, Additional Tier 1 and Tier 2), as well as certain eligible liabilities (mainly

senior unsecured bonds). Regulation (EU) No 806/2014 of the European Parliament and of the Council, as amended by Regulation (EU) No

877/2019 of the European Parliament and of the Council allows the Single Resolution Board (“SRB”) to set in addition to the MREL requirement,

a “subordination” requirement, within MREL, against which only subordinated liabilities and own funds count.

On 21 December 2023, the Bank received the SRB’s decision, via the Bank of Greece, requiring it to meet the following targets by 31 December

2025: MREL of 24.22% plus CBR of TREA and LRE (leverage ratio exposure) of 5.91%. Both targets should be calculated on a consolidated basis.

The interim annual targets until 31 December 2025 are informative and are calculated through linear interpolation/build-up between the two

binding targets of 1 January 2022 and 31 December 2025. Therefore, the interim non-binding MREL target, which stood at 22.73% including

CBR of 3. 57% of TREA for 1/1/2024, moves to 25.26% including CBR of 3.57% of TREA for 1/1/2025. Finally, according to the SRB’s decision, for

2023 no subordination requirement is set for the Bank.

As at 31 December 2023, the Bank’s MREL ratio at consolidated level stands at 24.2% of TREA, which is significantly above the interim non -

binding MREL target of 1/1/2024 and continues meeting the LRE requirement.

Moreover, in the context of the implementation of NBG’s strategy to ensure ongoing compliance with its MREL requirements, the Bank has

successfully completed the below issuances:

•

On 26 September 2023, the Bank completed the placement of €500 million Subordinated Tier II bonds in the international capital

markets with a yield of 8.0%. The bond matures in 10.25 years and is callable in 5.25 years;

•

On 22 January 2024, the Bank completed the placement of €600 million senior preferred bond in the international capital markets

with a yield of 4.5%. The bond matures in five years and is callable in four years.

4.7

Fair values of financial assets and liabilities

a. Financial instruments not measured at fair value

The table below summarises the carrying amounts and the fair values of those financial assets and liabilities that are not presented on the

Group’s and the Bank’s Statement of Financial Position at fair value and the fair value is materially different from the carrying amount.

Financial instruments not measured at fair value - Group


	Carrying
		Fair value
	amount
	31.12.2023	31.12.2023	Level 1	Level 2	Level 3
Financial Assets
Loans and advances to customers at amortised cost	33,824	34,964	-	1,000	33,964
Investment securities at amortised cost	13,363	13,010	4,355	7,166	1,489
Financial Liabilities
Due to customers	56,320	56,420	44,283	12,137	-
Debt securities in issue	2,323	2,398	-	2,398	-


	Carrying
		Fair value
	amount
	31.12.2022	31.12.2022	Level 1	Level 2	Level 3
Financial Assets
Loans and advances to customers at amortised cost	35,062	35,817	-	3,224	32,593
Investment securities at amortised cost	10,357	9,128	3,418	4,929	781
Financial Liabilities
Due to customers	54,584	54,640	46,256	8,384	-
Debt securities in issue	1,731	1,728	-	1,728	-

Notes to the Financial Statements

Group and Bank

307

Financial instruments not measured at fair value - Bank


	Carrying
		Fair value
	amount
	31.12.2023	31.12.2023	Level 1	Level 2	Level 3
Financial Assets
Loans and advances to customers at amortised cost	31,820	32,960	-	1,000	31,960
Investment securities at amortised cost	13,144	12,790	4,330	6,971	1,489
Financial Liabilities
Due to customers	54,776	54,876	43,411	11,465	-
Debt securities in issue	2,323	2,398	-	2,398	-


	Carrying
		Fair value
	amount
	31.12.2022	31.12.2022	Level 1	Level 2	Level 3
Financial Assets
Loans and advances to customers at amortised cost	33,283	34,038	-	3,224	30,814
Investment securities at amortised cost	10,121	8,891	3,418	4,692	781
Financial Liabilities
Due to customers	53,096	53,151	45,321	7,830	-
Debt securities in issue	1,731	1,728	-	1,728	-

The following methods and assumptions were used to estimate the fair values of the above financial instruments as at 31 December 2023 and

31 December 2022:

The carrying amount of cash and balances with central banks, due from and due to banks, other borrowed funds as well as accrued interest,

approximates their fair value.

Loans and advances to customers at amortised cost

:

The fair value of loans and advances to customers at amortised cost is estimated using

discounted cash flow models. The discount rates are based on current market interest rates offered for instruments with similar terms to

borrowers of similar credit quality.

Investment securities at amortised cost

:

The fair value of investment securities at amortised cost is estimated using market prices or using

discounted cash flow models based on current market interest rates offered for instruments with similar credit quality.

Due to customers

:

The fair value for demand deposits and deposits with no defined maturity is determined to be the amount payable on

demand at the reporting date. The fair value for fixed-maturity deposits is estimated using discounted cash flow models based on rates currently

offered for the relevant product types with similar remaining maturities.

Debt securities in issue

:

Fair value is estimated using market prices, or if such are not available, using a discounted cash flow analysis, based on

current market rates of similar maturity and credit quality debt securities.

b. Financial instruments measured at fair value

The tables below present the fair values of those financial assets and liabilities presented on the Group’s and the Bank’s Statement of Financial

Position at fair value by fair value measurement level on 31 December 2023 and 31 December 2022. Other Assets for both the Group and the

Bank include an investment in spot position for emission rights which is carried at fair value through profit or loss.

Financial instruments measured at fair value - Group


As at 31 December 2023	Fair value measurement using
				Total at Fair
	Level 1	Level 2	Level 3	Value
Financial Assets
Financial assets at fair value through profit or loss	303	82	-	385
Financial assets mandatorily at fair value through profit or loss	289	10	422	721
Derivative financial instruments	2	2,022	49	2,073
Investment securities at fair value through other comprehensive income	1,371	1,712	49	3,132
Other assets	425	-	-	425
Total	2,390	3,826	520	6,736
Financial Liabilities
Due to customers designated as at fair value through profit or loss	-	806	-	806
Derivative financial instruments	-	1,407	7	1,414
Other liabilities	1	-	-	1
Total	1	2,213	7	2,221

Notes to the Financial Statements

Group and Bank

308


As at 31 December 2022	Fair value measurement using
				Total at Fair
	Level 1	Level 2	Level 3	Value
Financial Assets
Financial assets at fair value through profit or loss	139	81	-	220
Financial assets mandatorily at fair value through profit or loss	152	10	512	674
Derivative financial instruments	2	1,947	13	1,962
Investment securities at fair value through other comprehensive income	833	1,949	51	2,833
Other Assets	298	-	-	298
Total	1,424	3,987	576	5,987
Financial Liabilities
Due to customers designated as at fair value through profit or loss	-	608	-	608
Derivative financial instruments	1	1,872	50	1,923
Other liabilities	1	-	-	1
Total	2	2,480	50	2,532

Financial instruments measured at fair value - Bank


As at 31 December 2023	Fair value measurement using
				Total at Fair
	Level 1	Level 2	Level 3	Value
Financial Assets
Financial assets at fair value through profit or loss	278	82	-	360
Financial assets mandatorily at fair value through profit or loss	254	10	419	683
Derivative financial instruments	2	2,023	49	2,074
Investment securities at fair value through other comprehensive income	1,362	1,618	47	3,027
Other assets	425	-	-	425
Total	2,321	3,733	515	6,569
Financial Liabilities
Due to customers designated as at fair value through profit or loss	-	806	-	806
Derivative financial instruments	-	1,406	7	1,413
Total	-	2,212	7	2,219


As at 31 December 2022	Fair value measurement using
				Total at Fair
	Level 1	Level 2	Level 3	Value
Financial Assets
Financial assets at fair value through profit or loss	126	81	-	207
Financial assets mandatorily at fair value through profit or loss	149	10	508	667
Derivative financial instruments	2	1,947	13	1,962
Investment securities at fair value through other comprehensive income	826	1,909	49	2,784
Other assets	298	-	-	298
Total	1,401	3,947	570	5,918
Financial Liabilities
Due to customers designated as at fair value through profit or loss	-	608	-	608
Derivative financial instruments	1	1,872	50	1,923
Total	1	2,480	50	2,531

There were no assets or liabilities classified as held-for-sale in the Group’s Statement of Financial Position measured at fair value as at 31

December 2023 and 31 December 2022.

Transfers between Level 1 and Level 2

As at 31 December 2023, a fair value through other comprehensive income security issued by the Italian Republic, for which the Group

determined that sufficient liquidity and trading existed as of that date, has been transferred from Level 2 to Level 1 according to the Group’s

fair value hierarchy policy. The carrying amount of the fair value through other comprehensive income security transferred as at 31 December

2023 was €145 million. In addition, a fair value through profit or loss security issued by the European Stability Mechanism (“ESM”) for which

the Group determined that sufficient liquidity and trading existed as of that date, has been also transferred from Level 2 to Level 1 according to

the Group’s fair value hierarchy policy. The carrying amount of the fair value through profit or loss security transferred as at 31 December 2023

was €9 million.

As at 31 December 2022, a fair value through other comprehensive income security issued by the Italian Republic, for which the Group

determined that sufficient liquidity and trading did not exist as of that date, has been transferred from Level 1 to Level 2 according to the

Notes to the Financial Statements

Group and Bank

309

Group’s fair value hierarchy policy. The carrying amount of the fair value through other comprehensive income security transferred as at 31

December 2022 was €134 million. In addition, a fair value through profit or loss security issued by the European Stability Mechanism (“ESM”)

for which the Group determined that sufficient liquidity and trading did not exist as of that date, has been also transferred from Level 1 to Level

2 according to the Group’s fair value hierarchy policy. The carrying amount of the fair value through profit or loss security transferred as at 31

December 2022 was €8 million.

All transfers between levels are assumed to take place at the end of the reporting period.

Level 3 financial instruments

Level 3 financial instruments as at 31 December 2023 and 31 December 2022 include:

(a)

Derivative products, which are valued using valuation techniques with significant unobservable inputs, including certain correlation

products, such as correlation between various interest indices. They also include derivatives for which the CVA is based on significant

unobservable inputs and the amount of the CVA is significant relative to the total fair value of the derivative.

(b)

Securities mandatorily at fair value through profit or loss, for which the models used to estimate their fair value is based on unobservable

credit spreads or which are price-based and the price is obtained from the issuers of the securities. They also include loans and advances

to customers mandatorily measured at fair value through profit or loss, valued using discounted cash flow valuation techniques

incorporating unobservable credit spreads. Additionally, they include receivables resulted from the disposal of loan portfolios and other

transactions. The main part of these receivables relates to an unconditional consideration to be received at a predetermined future date

while the remaining part relates to a contingent consideration to be received based on the achievement of predetermined collection

targets. The valuation of the contingent consideration incorporates a range of unobservable inputs, hence the Group assesses the whole

receivable to be classified in the lowest level of the fair value hierarchy.

(c)

Equity securities at fair value through other comprehensive income, which are not traded in active markets and their fair value is

estimated using an income or market approach, for which the main inputs used are not market observable.

The table below presents a reconciliation of all Level 3 fair value measurements for the year ended 31 December 2023 and 31 December 2022,

including realized and unrealized gains/(losses) included in the “Income Statement” and “Statement of Other Comprehensive Income”.

Transfers into or out of Level 3

The Group conducts a review of the fair value hierarchy classifications on a quarterly basis. For the year ended 31 December 2023 and the year

ended 31 December 2022, transfers from Level 2 into Level 3 include derivative financial instruments for which the bilateral CVA is significant

to the base fair value of the respective instruments. Transfers from Level 3 into Level 2 include derivative financial instruments for which the

bilateral CVA is no longer significant to the base fair value of the respective instruments.

Reconciliation of fair value measurements in Level 3 – Group


		2023
	Net derivative	Investment securities
			Mandatorily at FVTPL
Group	financial instruments	at FVTOCI
Balance at 1 January	(37)	51	512
Gain/(loss) included in Income Statement	53	-	(96)
Gain/(loss) included in OCI	-	(4)	-
Purchases	-	2	10
Settlements	-	-	(4)
Transfer into/(out of) level 3	26	-	-
Balance at 31 December	42	49	422


		2022
	Net derivative	Investment securities
Group			Mandatorily at FVTPL
	financial instruments	at FVTOCI
Balance at 1 January	28	26	354
Gain/(loss) included in Income Statement	(77)	-	16
Gain/(loss) included in OCI	-	1	-
Purchases	-	27	198
Sales	-	(3)	-
Settlements	-	-	(56)
Transfer into/(out of) level 3	12	-	-
Balance at 31 December	(37)	51	512

Notes to the Financial Statements

Group and Bank

310

Reconciliation of fair value measurements in Level 3 – Bank


		2023
	Net derivative	Investment securities
			Mandatorily at FVTPL
Bank	financial instruments	at FVTOCI
Balance at 1 January	(37)	49	508
Gain/(loss) included in Income Statement	53	-	(95)
Gain/(loss) included in OCI	-	(4)	-
Purchases	-	2	10
Settlements	-	-	(4)
Transfer into/(out of) level 3	26	-	-
Balance at 31 December	42	47	419


		2022
	Net derivative	Investment securities
Bank			Mandatorily at FVTPL
	financial instruments	at FVTOCI
Balance at 1 January	28	26	341
Gain/(loss) included in Income Statement	(77)	-	17
Gain/(loss) included in OCI	-	1	-
Purchases	-	25	204
Sales	-	(3)	-
Settlements	-	-	(54)
Transfer into/(out of) level 3	12	-	-
Balance at 31 December	(37)	49	508

Changes in unrealised gains/(losses) included in the income statement of financial instruments measured at fair value using significant

unobservable inputs (Level 3), relate to financial assets mandatorily at fair value through profit or loss and net derivative financial instruments,

and amount to €(95) million and €3 million for the Group as well as €(94) million and €3 million for the Bank respectively for the year ended 31

December 2023 and for the year ended 31 December 2022 amount to €3 million and €(25) million for the Group as well as €4 million and €(25)

million for the Bank, respectively.

Valuation Process and Control Framework

The Group has various processes in place to ensure that the fair values of its assets and liabilities are reasonably estimated and has established

a control framework which is designed to ensure that fair values are validated by functions independent of the risk-taker. To that end, the Group

utilizes various sources for determining the fair values of its financial instruments and uses its own independent functions to validate these

results, where possible.

Fair values of debt securities are determined either by reference to prices for traded instruments in active markets, to external quotations or

widely accepted financial models, which are based on market observable or unobservable information where the former is not available, as

well as relevant market based parameters such as interest rates, option volatilities, currency rates, etc.

The Group may, sometimes, also utilize third-party pricing information, and perform validation procedures on this information to the extent

possible or base its fair value on the latest transaction prices available, given the absence of an active market or similar transactions or other

market observable inputs. All such instruments are categorized within the lowest level of fair value hierarchy (i.e. Level 3).

Generally, fair values of debt securities, including significant inputs on the valuation models are independently checked and validated by the

Middle Office and Risk Management Function on a systematic basis.

Fair values of derivatives are determined by Management using valuation models which include discounted cash-flow models, option pricing

models or other appropriate models. Adequate control procedures are in place for the validation of these models, including the valuation inputs,

on a systematic basis. Middle Office and Risk Management functions provide the control valuation framework necessary to ensure that the fair

values are reasonably determined, reflecting current market circumstances and economic conditions. Furthermore, over-the-counter

derivatives are also compared on a daily basis with counterparties’ valuations, under the daily collateral management process.

Market Valuation Adjustments

Counterparty credit risk-adjustments are applied to all over-the-counter derivatives. Own credit-risk adjustments are applied to reflect the

Group’s own credit risk when valuing derivatives. Bilateral credit-risk adjustments consider the expected cash flows between the Group and its

counterparties under the relevant terms of the derivative instruments and the effect of the credit-risk profile of the counterparties on the

valuation of these cash flows. Where appropriate, the Group takes into consideration the credit-risk mitigating arrangements, including

collateral agreements and master netting arrangements, for the purpose of estimating own and counterparty credit risk valuation adjustments.

Notes to the Financial Statements

Group and Bank

311

Quantitative Information about Level 3 Fair Value Measurements | 31 December 2023

				Range of Inputs
Financial Instrument	Fair Value	Valuation Technique	Significant Unobservable Input
				Low	High
Investment securities mandatorily at fair value				1	1
	22	Income and market approach	Price	n/a	n/a
through profit or loss
		Discounted Cash Flows, Internal
	44		Credit Spread	281 bps	281 bps
		Model (for CVA/DVA)
Interest Rate Derivatives			Constant Maturity Swap
	2	Discounted Cash Flows	correlation between different	72.80%	100.00%
			tenors
		Discounted Cash Flows,
Other Derivatives	(4)		Credit Spread	281 bps	281 bps
		Internal Model (for CVA/DVA)
Investment Securities at fair value through			1	1	1
	49	Income and market approach	n/a	n/a	n/a
other comprehensive income
Loans and advances to customers mandatorily	16	Discounted Cash Flows	Credit Spread	260 bps	260 bps
				2	2
at fair value through profit or loss	383	Discounted Cash Flows	Credit Spread	n/a	n/a

1

Equity securities mandatorily at FVTPL and at fair value through other comprehensive income include equity securities which are not traded in active

markets. In the absence of an active market we estimate the fair value of these securities using a market or an income valuation approach. Given the bespoke

nature of the valuation method in respect of each holding, it is not practicable to quote a range of unobservable inputs.

2

The valuation of the contingent part of the receivables from the loan portfolio sales, has been performed using a discounted cash flow methodology under

the income approach and includes a wide range of unobservable inputs, for which is not practicable to quote a relevant range of unobservable inputs, for

disclosure purposes.

Quantitative Information about Level 3 Fair Value Measurements | 31 December 2022

				Range of Inputs
Financial Instrument	Fair Value	Valuation Technique	Significant Unobservable Input
				Low	High
Investment securities mandatorily at fair value
	13	Price Based	Price	n/a1	n/a1
through profit or loss
		Discounted Cash Flows, Internal
	(34)		Credit Spread	237 bps	624 bps
		Model (for CVA/DVA)
Interest Rate Derivatives			Constant Maturity Swap
	(3)	Discounted Cash Flows	correlation between different	72.80%	100.00%
			tenors
Investment Securities at fair value through			1
	51	Income and market approach	n/a	n/a1	n/a1
other comprehensive income
Loans and advances to customers mandatorily	21	Discounted Cash Flows	Credit Spread	300 bps	300 bps
at fair value through profit or loss	478	Discounted Cash Flows	Credit Spread	n/a2	n/a2

1

Equity securities at fair value through other comprehensive income include equity securities which are not traded in active markets. In the absence of an

active market we estimate the fair value of these securities using a market or an income valuation approach. Given the bespoke nature of the valuation

method in respect of each holding, it is not practicable to quote a range of unobservable inputs.

2

The valuation of the contingent part of the receivables from the loan portfolio sales, has been performed using a discounted cash flow methodology under

the income approach and includes a wide range of unobservable inputs, for which is not practicable to quote a relevant range of unobservable inputs, for

disclosure purposes.

Sensitivity of Fair Value Measurements to Changes in Unobservable Inputs

For structured interest rate derivatives, a significant change in the correlation inputs (e.g. the degree of correlation between two different

interest rates, or between interest rates and foreign exchange rates) would have a significant impact on the fair value of the individual

instrument; however, the magnitude and the direction of the impact depends on whether the Group is long or short the exposure, among other

factors. Due to the limited exposure that the Group has to these instruments, a reasonable change in the above unobservable inputs would not

be significant to the Group. Additionally, interest rate derivatives include interest rate swaps for which the bilateral credit valuation adjustment

is significant in comparison to their fair value. The counterparty credit-risk adjustment in these cases is mainly driven by the internal ratings of

the counterparty. A reasonable increase in the credit spread of these entities would result in an insignificant change in the fair value of the

Group’s and the Bank’s financial instruments.

Other derivatives include derivatives for which the bilateral credit valuation adjustment is significant in comparison to their fair value. In these

cases, the counterparty credit risk adjustment is mainly driven by the internal ratings of the counterparty. A reasonable increase in the credit

spread of these entities would result in an insignificant change in the fair value of the Group’s and the Bank’s financial instruments.

For loans and advances to customers mandatorily measured at FVPTL, the valuation includes a parameter which is not observable in the market,

i.e. the credit spread of the client. A reasonable increase in the respective credit spreads used would not have a significant effect on their fair

value for the Group and the Bank.

Notes to the Financial Statements

Group and Bank

312

The valuation of the contingent part of the receivables from sales of loan portfolios, mandatorily measured at fair value through profit or loss,

includes a range of unobservable inputs. A reasonable change in the unobservable inputs used would not result in a significant change in the

fair value of these receivables.

4.8

Offsetting financial assets and financial liabilities

Financial assets and liabilities are offset and the net amount is reported in the Statement of Financial Position where the Group and the Bank

currently have a legally enforceable right to set-off the recognised amounts and there is an intention to settle on a net basis or realize the asset

and settle the liability simultaneously. The Group and the Bank enter into various master netting arrangements or similar agreements that do

not meet the criteria set by the applicable accounting guidance for offsetting in the Statement of Financial Position but still allow for the related

amounts to be set off in the event of a default by the counterparty (such as bankruptcy or a failure to pay or perform). The table below presents

the recognised financial instruments that are either offset or subject to master netting arrangements or similar agreements but not offset, as

at 31 December 2023 and 2022, and shows under “Net amount” what the net impact would be on the Group’s and the Bank’s Statement of

Financial Position if all set-off rights were exercised.

a. Financial assets subject to offsetting, enforceable netting arrangements and similar agreements

			Group					Bank
			Reverse				Reverse
		Derivative	repurchase	Deposits in		Derivative	repurchase	Deposits in
		instruments (1)	agreements (2)	margin	Total	instruments (1)	agreements (2)	margin	Total
				accounts (3)				accounts (3)
At 31 December 2023
Gross amounts of recognised financial
assets		4,141	-	1,278	5,419	4,141	-	1,278	5,419
Positive market values from derivative
financial instruments that have been offset		(2,067)	-	915	(1,152)	(2,067)	-	915	(1,152)
Cash collateral received		-	-	(888)	(888)	-	-	(888)	(888)
Net amounts of financial assets presented
in the Statement of Financial Position		2,074	-	1,305	3,379	2,074	-	1,305	3,379
	Financial
Related amounts not set
	instruments	(91)	-	-	(91)	(91)	-	-	(91)
off in the Statement of
Financial Position	Cash collateral
	received	(1,175)	-	-	(1,175)	(1,175)	-	-	(1,175)
Net amount		808	-	1,305	2,113	808	-	1,305	2,113

(1)

Included in Derivative assets in the Statement of Financial Position of the Group and the Bank as at 31 December 2023.

(2)

Included in Loans and advances to customers in the Statement of Financial Position of the Group and the Bank respectively, as at 31 December 2023.

(3)

Included in Due from Banks in the Statement of Financial Position of the Group and the Bank respectively, as at 31 December 2023.

			Group					Bank
			Reverse				Reverse
		Derivative	repurchase	Deposits in		Derivative	repurchase	Deposits in
		instruments (1)	agreements (2)	margin	Total	instruments (1)	agreements (2)	margin	Total
				accounts (3)				accounts (3)
At 31 December 2022
Gross amounts of recognised financial
assets		6,579	115	1,451	8,145	6,579	115	1,451	8,145
Positive market values from derivative
financial instruments that have been offset		(4,617)	-	2,803	(1,814)	(4,617)	-	2,803	(1,814)
Cash collateral received		-	-	(2,738)	(2,738)	-	-	(2,738)	(2,738)
Net amounts of financial assets presented
in the Statement of Financial Position		1,962	115	1,516	3,593	1,962	115	1,516	3,593
	Financial
Related amounts not set
	instruments	(584)	(115)	-	(699)	(584)	(115)	-	(699)
off in the Statement of
	Cash collateral
Financial Position
	received	(873)	-	-	(873)	(873)	-	-	(873)
Net amount		505	-	1,516	2,021	505	-	1,516	2,021

(1)

Included in Derivative assets in the Statement of Financial Position of the Group and the Bank as at 31 December 2022.

(2)

Included in Loans and advances to customers in the Statement of Financial Position of the Group and the Bank respectively, as at 31 December 2022.

(3)

Included in Due from Banks in the Statement of Financial Position of the Group and the Bank respectively, as at 31 December 2022.

Notes to the Financial Statements

Group and Bank

313

b. Financial liabilities subject to offsetting, enforceable netting arrangements and similar agreements

		Group			Bank
		Derivative	Repurchase		Derivative	Repurchase
		instruments (1)	agreements (2)	Total	instruments (1)	agreements (2)	Total
At 31 December 2023
Gross amounts of recognised financial liabilities		2,566	110	2,676	2,565	110	2,675
Negative market values from derivative financial instruments that
have been offset		(2,067)	-	(2,067)	(2,067)	-	(2,067)
Deposits in margin accounts		915	-	915	915	-	915
Net amounts of financial liabilities presented in the Statement of
Financial Position		1,414	110	1,524	1,413	110	1,523
Related amounts not set off in the	Financial instruments	(689)	(110)	(799)	(689)	(110)	(799)
Statement of Financial Position	Cash collateral pledged	(537)	-	(537)	(537)	-	(537)
Net amount		188	-	188	187	-	187

(1)

Included in Derivative liabilities in the Statement of Financial Position of the Group and the Bank as at 31 December 2023.

(2)

Included in Due to Banks in the Statement of Financial Position of the Group and the Bank as at 31 December 2023.

		Group			Bank
		Derivative	Repurchase		Derivative	Repurchase
		instruments (1)	agreements (2)	Total	instruments (1)	agreements (2)	Total
At 31 December 2022
Gross amounts of recognised financial liabilities		3,737	122	3,859	3,737	122	3,859
Negative market values from derivative financial instruments that
have been offset		(4,617)	-	(4,617)	(4,617)	-	(4,617)
Deposits in margin accounts		2,803	-	2,803	2,803	-	2,803
Net amounts of financial liabilities presented in the Statement of
Financial Position		1,923	122	2,045	1,923	122	2,045
Related amounts not set off in the	Financial instruments	(433)	(122)	(555)	(433)	(122)	(555)
Statement of Financial Position	Cash collateral pledged	(575)	-	(575)	(575)	-	(575)
Net amount		915	-	915	915	-	915

(1)

Included in Derivative liabilities in the Statement of Financial Position of the Group and the Bank as at 31 December 2022.

(2)

Included in Due to Banks in the Statement of Financial Position of the Group and the Bank as at 31 December 2022.

Notes to the Financial Statements

Group and Bank

314

NOTE 5 Segment reporting

The Group manages its business through the following business segments:

Retail banking

Retail banking includes all individual customers, professionals, small-medium and small-sized companies (companies with annual turnover of

up to €5 million). The Bank, through its extended network of branches and digital business, offers to its retail customers various types of loans

(mortgage, consumer and small business lending), cards (debit, credit and prepaid cards), deposit, investment and bancassurance products, as

well as a wide range of other traditional services and products.

Corporate & investment banking

Corporate & investment banking includes lending to all large and medium-sized companies and shipping finance except for exposures

transferred to the Special Assets Unit (“SAU”) and investment banking activities. The Group offers its corporate customers a wide range of

products and services, including financial and investment advisory services, deposit accounts, loans (denominated in both euro and foreign

currency), foreign exchange and trade service activities.

Trouble Assets Units (“TAU”) & Specialized Asset Solutions (“SAS”)

In order to (a) manage more effectively delinquent, non-performing and denounced loans and (b) ensure compliance with the provisions of the

Bank of Greece Executive Committee Act 42/30.5.2014 and Act 47/9.2.2015 and the Code of Conduct (referred to in Article 1(2) of Greek Law

4224/2013), the Bank established two dedicated and independent internal units, one responsible for the management of the Bank’s retail loans

(the Retail Collection Unit (“RCU”)) and the other (the SAU) for the Bank’s corporate delinquent exposures, which have the overall responsibility

for the management of such loans (end-to-end responsibility). In 2022, a new business (the SAS) was setup in order to expand business in the

emerging ecosystem of NPE’s portfolio servicers and investors (e.g. acquisition financing, Real Estate Operating companies (“REOCo”) financing).

Global markets and asset management

Global markets and asset management includes all treasury activities, asset management (mutual funds and closed end funds), custody services,

private equity and brokerage.

Insurance

Until 31 March 2022, the Group offered a wide range of insurance products through its subsidiary company NIC and other subsidiaries in South

Eastern Europe. NIC was classified as Held for Sale and Discontinued Operations. On 31 March 2022, the disposal of NIC to CVC Capital Partners

was completed (see Note 43 “

Acquisitions, disposals and other capital transactions

”).

International banking operations

The Group’s international banking activities include a wide range of traditional commercial banking services, such as commercial and retail

credit, trade financing, foreign exchange and taking of deposits. In addition, the Group offers shipping finance, investment banking and

brokerage services through certain of its foreign branches and subsidiaries. The profit or losses from discontinued operations for the period

ended 31 December 2022 include CAC Coral Ltd. The disposal of CAC Coral Ltd was completed on 15 July 2022 (see Note 43 “

Acquisitions,

disposals and other capital transactions

”).

Other

Includes proprietary real estate management, warehousing business as well as unallocated income and expense of the Group.

Notes to the Financial Statements

Group and Bank

315

Breakdown by business segment

12-month period ended

				Global
		Corporate &		markets &		International
	Retail	Investment		Asset		Banking
31.12.2023	Banking	Banking	TAU & SAS	Management	Insurance	Operations	Other	Group
Net interest income	1,608	653	94	(191)	-	103	(4)	2,263
Net fee and commission income	185	133	11	24	-	15	14	382
Other	-	1	(2)	156	-	12	(52)	115
Total income	1,793	787	103	(11)	-	130	(42)	2,760
Direct costs	(342)	(40)	(6)	(22)	-	(54)	(139)	(603)
Allocated costs and provisions (1)	(171)	(23)	(353)	13	-	(18)	(126)	(678)
Profit / (loss) before tax	1,280	724	(256)	(20)	-	58	(307)	1,479
Tax benefit / (expense)								(370)
Profit for the period from
continuing operations								1,109
Non-controlling interests								(3)
Profit attributable to NBG equity
shareholders								1,106
Depreciation and amortisation (1)	48	3	2	1	-	5	129	188
Credit provisions and other
impairment charges	(34)	(37)	324	(34)	-	18	88	325
Non current asset additions	11	3	-	-	-	5	497	516

(1)

Includes depreciation and amortisation on investment property, property & equipment and software.

Breakdown by business segment

12-month period ended

		Corporate &		Global markets		International
	Retail	Investment		& Asset		Banking
31.12.2022	Banking	Banking	ΤAU & SAS	Management	Insurance	Operations	Other	Group
Net interest income	430	544	147	180	-	76	(8)	1,369
Net fee and commission income	175	113	10	22	-	17	10	347
Other	(18)	11	(8)	360	-	35	259	639
Total income	587	668	149	562	-	128	261	2,355
Direct costs	(332)	(41)	(6)	(22)	-	(53)	(104)	(558)
Allocated costs and provisions (2)	(150)	(142)	(204)	(22)	-	(8)	(118)	(644)
Share of profit of equity method
investments	-	-	-	-	-	-	2	2
Profit / (loss) before tax	105	485	(61)	518	-	67	41	1,155
Tax benefit / (expense)								(263)
Profit for the period from continuing
operations								892
Non controlling interests								(2)
Profit / (loss) for the period from
discontinued operations	-	-	-	-	240	(10)	-	230
Profit attributable to NBG equity
shareholders								1,120
Depreciation, amortisation (2)	42	3	2	1	-	5	119	172
Credit provision and other
impairment charges	(40)	97	171	5	-	8	39	280
Non current asset additions	8	-	-	-	-	16	167	191

(2)

Includes depreciation and amortisation on investment property, property & equipment and software.

Notes to the Financial Statements

Group and Bank

316

Breakdown by business segment

		Corporate &		Global Μarkets	International
		Investment		& Asset	Banking
	Retail Banking	Banking	ΤAU & SAS	Management	Operations	Other	Group
Segment assets as at 31 December 2023
Segment assets	7,732	22,802	2,252	30,244	2,567	3,726	69,323
Current income tax advance and deferred
tax assets	-	-	-	-	-	-	4,566
Non-current assets held for sale	-	-	638	-	-	57	695
Total assets							74,584
Segment liabilities as at 31 December
2023
Segment liabilities	47,491	5,916	194	8,789	1,822	2,671	66,883
Current income and deferred tax liabilities	-	-	-	-	-	-	21
Liabilities associated with non-current
assets held for sale	-	-	-	-	-	28	28
Total liabilities							66,932

	Retail	Corporate &		Global Μarkets	International
	Banking	Investment	ΤAU & SAS	& Asset	Banking	Other	Group
		Banking		Management	Operations
Segment assets as at 31 December 2022
Segment assets	7,352	23,693	3,054	31,694	2,608	4,304	72,705
Current income tax advance and deferred
tax assets	-	-	-	-	-	-	4,913
Non-current assets held for sale	-	-	438	-	-	57	495
Total assets							78,113
Segment liabilities as at 31 December
2022
Segment liabilities	45,411	6,364	180	14,552	1,794	3,294	71,595
Current income and deferred tax liabilities	-	-	-	-	-	-	18
Liabilities associated with non-current
assets held for sale	-	-	-	-	-	25	25
Total liabilities							71,638

Notes to the Financial Statements

Group and Bank

317

Breakdown by location

12 month period ended
31 December 2023	Greece	International	Group
Net interest income	2,160	103	2,263
Net fee and commission income	367	15	382
Other	103	12	115
Total income	2,630	130	2,760
Direct costs	(549)	(54)	(603)
Allocated costs and provisions (1)	(661)	(17)	(678)
Profit / (loss) before tax	1,420	59	1,479
Tax benefit / (expense)			(370)
Profit for the period from continuing operations			1,109
Non-controlling interests			(3)
Profit attributable to NBG equity shareholders			1,106
Depreciation and amortisation (1)	183	5	188
Credit provisions and other impairment charges	307	18	325
Non-current asset additions	511	5	516
Non-current assets	2,265	51	2,316

(1)

Includes depreciation and amortisation on investment property, property & equipment and software.

Breakdown by location

12 month period ended			Group
31 December 2022	Greece	International
Net interest income	1,293	76	1,369
Net fee and commission income	330	17	347
Other	605	34	639
Total income	2,228	127	2,355
Direct costs	(505)	(53)	(558)
Allocated costs and provisions (2)	(637)	(7)	(644)
Share of profit of equity method investments	2	-	2
Profit / (loss) before tax	1,088	67	1,155
Tax benefit / (expense)			(263)
Profit for the period from continuing operations			892
Non-controlling interests			(2)
Profit/(loss) for the period from discontinued operations	230		230
Profit attributable to NBG equity shareholders			1,120
Depreciation and amortisation (2)	167	5	172
Credit provisions and other impairment charges	272	8	280
Non-current asset additions	175	16	191
Non-current assets	2,409	68	2,477

(2)

Includes depreciation and amortisation on investment property, property & equipment and software.

Notes to the Financial Statements

Group and Bank

318

Commission Income breakdown by business segment

12-month period ended

				Global
		Corporate &		markets &	International
	Retail	Investment		Asset	Banking
31.12.2023	Banking	Banking	TAU & SAS	Management	Operations	Other	Group
Custody, brokerage & investment banking	3	2	-	17	-	-	22
Retail lending fees	107	-	3	-	12	2	124
Corporate lending fees	15	103	4	2	2	2	128
Banking fees & similar charges	101	31	6	3	14	16	171
Fund management fees	-	-	-	17	-	-	17
Total Commission Income	226	136	13	39	28	20	462

				Global
		Corporate &		markets &	International
	Retail	Investment		Asset	Banking
31.12.2022	Banking	Banking	TAU & SAS	Management	Operations	Other	Group
Custody, brokerage & investment banking	1	-	-	15	-	-	16
Retail lending fees	149	1	5	-	12	1	168
Corporate lending fees	16	93	3	-	2	-	114
Banking fees & similar charges	93	29	6	3	14	9	154
Fund management fees	-	-	-	12	-	-	12
Total Commission Income	259	123	14	30	28	10	464

NOTE 6

Net interest income

	Group		Bank
Continuing Operations	31.12.2023	31.12.2022	31.12.2023	31.12.2022
Interest earned on:
Amounts due from banks	308	88	304	88
Financial assets at fair value through profit or loss	10	4	10	4
Investment securities	510	263	502	258
Loans and advances to customers (Note 4.2.10)	1,957	1,166	1,824	1,062
Interest and similar income	2,785	1,521	2,640	1,412
Interest payable on:
Amounts due to banks	(158)	(38)	(158)	(38)
Amounts due to customers	(196)	(37)	(189)	(33)
Debt securities in issue and other borrowed funds	(146)	(54)	(144)	(55)
Lease liability	(22)	(23)	(32)	(36)
Interest expense and similar charges	(522)	(152)	(523)	(162)
Net interest income	2,263	1,369	2,117	1,250

All material amounts in Interest income and Interest Expense have been measured with the Effective Interest Rate method.

NOTE 7

Net fee and commission income

	Group		Bank
Continuing Operations	31.12.2023	31.12.2022	31.12.2023	31.12.2022
Custody, brokerage & investment banking	15	10	8	4
Retail lending fees	77	80	75	78
Corporate lending fees	116	104	103	92
Banking fees & similar charges	157	141	157	137
Fund management fees	17	12	-	-
Net fee and commission income	382	347	343	311

Notes to the Financial Statements

Group and Bank

319

NOTE 8

Net trading income / (loss) and results from investment securities and

Gains / (losses) arising from the derecognition of financial assets measured at

amortised cost

	Group		Bank
	12-month period ended		12-month period ended
Continuing Operations	31.12.2023	31.12.2022	31.12.2023	31.12.2022
Net trading result and other net unrealized gains / (losses) from financial assets or
liabilities at fair value through profit or loss	59	413	55	406
Net gain / (loss) from disposal of financial assets measured at fair value through other
comprehensive income	26	(84)	26	(84)
Net trading result and other net unrealized gains / (losses) from financial assets or
liabilities mandatorily measured at fair value through profit or loss	(71)	17	(70)	17
Total net trading income / (loss) and results from investment securities	14	346	11	339

	Group		Bank
	12-month period ended		12-month period ended
Continuing Operations	31.12.2023	31.12.2022	31.12.2023	31.12.2022
Gains / (losses) arising from the derecognition of financial assets measured at amortised
cost	49	60	49	60
Total	49	60	49	60

Net Trading Income during the twelve-month period ended 31 December 2022, includes €150 million gains from ineffective hedge accounting

relationships while the remaining Net Trading Income result is mainly due to derivative and BCVA gains following the increase in interest rates.

NOTE 9

Net other income / (expenses)

	Group		Bank
Continuing Operations	31.12.2023	31.12.2022	31.12.2023	31.12.2022
Income from non-banking activities	75	344	55	328
Dividends	4	3	3	3
Deposit Insurance Premium	(22)	(63)	(19)	(60)
Withholding taxes and duties on loans granted	(5)	(51)	(5)	(51)
Total	52	233	34	220

Income from non-banking activities for the year ended 31 December 2022 includes the total gain of €294 million from the spin-off of NBG's

Merchant Acquiring Business and the sale of 51% of NBG PAY to EVO Payments Inc at Group and Bank level (see Note 43 “Acquisitions, disposals

and other capital transactions”).

Deposit Insurance Premium includes a) the regular contribution to the Deposit Guaranteed Leg of the Hellenic Deposit and Investment

Guarantee Fund (“HDIGF”), which is nil for the year ended 31 December 2023 due to the excess coverage of the minimum target level as

provided by the article 25, par.4 of Greek law 4370/2016 (2022: €34 million) and b) the contribution towards the Single Resolution Fund (“SRF”)

of €18 million (2022: €26 million).

Withholding taxes and duties on loans granted for the year ended 31 December 2022 include tax levies due under Law 128/75 of €48 million.

For the year ended 31 December 2023 the respective contribution of €46 million is included in the Interest and similar income.

Notes to the Financial Statements

Group and Bank

320

NOTE 10

Personnel expenses

	Group		Bank
Continuing Operations	31.12.2023	31.12.2022	31.12.2023	31.12.2022
Salaries and other staff related benefits	474	466	437	431
Pension costs: defined benefit plans (see Note 11)	11	9	11	8
Total	485	475	448	439

“Salaries and other staff related benefits” in 2023, include the defined contributions of €35 million related to social security for employees

insured with National Bank of Greece Auxiliary Pension Plan ("LEPETE"), to e-EFKA. In 2022, the respective social security contribution was €35

million (see Note 11 “Retirement benefit obligation”).

The average number of employees from continuing operations for the Group during the period from 1 January 2023 up to 31 December 2023

was 8,036 (31 December 2022: 8,537) and for the Bank was 6,724 (31 December 2022: 7,196). The decrease on the average number of

employees as of 31 December 2023 is mainly driven by the Exit Schemes, (see Note 11 “Retirement benefit obligation”).

NOTE 11

Retirement benefit obligation

I. Defined Contribution Plans

National Bank of Greece Pension Plan

In accordance with Greek Law 3655/2008, applicable from April 2008, the Bank’s main pension plan, which was a defined-contribution plan,

has been incorporated into the main pension branch of the state sponsored social security fund IKA–ETAM as of 1 August 2008. This legislation

also prescribes that employer contributions made by the Bank will be reduced every three years in equal increments from 26.50% in 2013 until

they reach 13.33% of employees’ gross salary, for employees who joined any social security plan prior to 1 January 1993.

However, in accordance with Greek Law 4387/2016 and Ministry decision number F11321/OIK.45947/1757/2016 (Govt. Gazette

4458/B/30.12.2016, from 1 January 2017, the Bank’s employer contributions reduced equally every year and they reached 13.33% in 2020.

Additionally, the aforementioned law introduced a maximum gross monthly income of 5,860.80 euros, upon which social security contributions

are calculated, (the amount was increased to 7,126.94 euros from 1 January 2023, from 6,500 euros which was on 1 February 2019). Employer

contributions for employees, who joined any social security fund post 1 January 1993, will remain at 13.33%.

National Bank of Greece Auxiliary Pension Plan ("LEPETE")

Regarding the National Bank of Greece Auxiliary Pension Plan ("LEPETE"), on 19 March 2020, a legislative amendment (Article 63, Greek Law

4680/2020) on Article 24 of Greek Law 4618/2019 was passed (“the amendment”), changing the previous status described above. According to

the amendment, the employees insured with LEPETE were transferred to the former ETEAEP and are now governed by the legislation of the

Auxiliary Insurance Plan of Single Social Security Entity (“e-EFKA”). As a result, the Bank is liable for normal employer’s contributions. The Bank

is also obliged to pay an additional social security contribution to the Auxiliary Insurance Plan of e-EFKA for the years 2018 to 2032, amounting

to 12.0% per annum of the gross salaries of employees with any employment relationship with the Bank on 31 December of each respective

year. These additional annual contributions from the Bank for the years 2023 and 2022 amounted to €35 million and €35 million respectively.

Other Defined Contribution Pension Plans

NBG Asset Management Mutual Funds, Pronomiouhos S.A. Genikon Apothikon Hellados and NBG Leasing S.A. also make contributions to other

defined contribution pension plans and funds for their employees.

Defined contribution health plans

Contributions by the Bank to the National Bank of Greece Health Plan (“T.Y.P.E.T.”) amount to 6.25% of employees’ salaries. Employees’

contributions amount to 2.5% of their salaries. Additional contributions are paid for insured members of the employees’ families (such as spouse

that does not work and children) and are increased further in the event that the insured spouse is employed or that members of the paternal

family are also insured. Contributions of retired employees amount to 4% of their pensions, while additional contributions are paid for other

insured members of their families. T.Y.P.E.T. offers health benefits to employees before and after their retirement, and to insured members of

their families.

Total contributions to social security funds, state run plans and defined contribution plans for the Group for 2023 and 2022 were €137 million

and €133 million respectively. The respective figures for the Bank were €130 million and €126 million respectively. As mentioned above, as of

1 August 2008, the Bank’s pension plan was incorporated into IKA-ETAM and therefore ceased to exist as separate defined contribution plan.

Notes to the Financial Statements

Group and Bank

321

National Bank of Greece Lump Sum Benefit Plan

Up to 2013, the Bank did not contribute to the aforementioned plan. Following the amendment of the aforementioned plan’s regulation, from

1 January 2014 the Bank pays voluntary contribution of 2.0% and up to €12,180 total remuneration (as amended on 1 December 2023, from

€12,060 as of 1 December 2022).

II. Defined Benefit Plans

Retirement indemnities

Most of the Group companies are required by local law to offer retirement indemnities to employees leaving service to retire. Such retirement

indemnities are in the form of a lump sum payment based usually on final salary and years of service, the calculation of which depends on the

jurisdiction in which the company operates and the employee’s profession (e.g. Greek Law provides for different indemnities for salaried

employees, wage earners and lawyers). In some cases, Group company regulations provide for additional benefits to employees above the

statutory minimum.

In accordance with Greek Law 4046/2012 and Board of Ministers’ Decision (6/28.2.2012), from 14 February 2012 onwards, the employment

contracts that lapse on attainment of the normal retirement age or based on the particular retirement conditions, are considered as indefinite

duration employment contracts and therefore, the provisions for employees’ statutory retirement indemnity of Greek Law 2112/1920, are

applied.

Prior to the enactment of the above Law, the Bank considered the employment contracts with its employees as finite duration contracts;

therefore, no provision for staff leaving indemnity was recognized.

On 12 November 2012, the new Greek Law 4093/2012 (GG A’ 222) decreased the Greek Law 2112/1920 statutory indemnity scale in case of

employee dismissal or normal retirement. The new law restricts the maximum indemnity payable to an employee upon dismissal or retirement,

to 12 monthly salaries instead of 24.

The transitional provisions of the law state that for employees who on 12 November 2012 had 17 or more full years of service to the same

employer there is an additional monthly salary as indemnity per year and up to 24 monthly salaries. In case of dismissal the additional monthly

salary is restricted to 2,000 euros.

Lump sum and annuity benefits

Former Ethnokarta employees are entitled to benefits from Deposit Administration Fund (“DAF”) type policies, which offer lump sum benefits

and pension benefits additional to those offered by social security funds or main pension plans. Such benefits are usually based on the

employees’ salary and years of service and vary depending on the provisions of each policy.

Pension costs – defined benefit plans

	Group		Bank
	31.12.2023	31.12.2022	31.12.2023	31.12.2022
Service cost	4	6	4	5
Net interest expense on the net defined benefit liability/(asset)	6	3	6	3
Loss / (income) on curtailments /settlements and other expense/ (income)	48	76	48	76
Less amounts recognized as restructuring cost	(47)	(76)	(47)	(76)
Total	11	9	11	8

In 2023, “Loss / (income) on curtailments / settlements and other expense / (income)” mainly include the 2023 VES cost implemented by the

Bank, amounting to €44 million for the Group and the Bank. In 2022, “Loss / (income) on curtailments / settlements and other expense /

(income)” mainly include the 2022 VES cost implemented by the Bank, amounting to €76 million for the Group and the Bank.

Net liability in Statement of Financial Position

	Group		Bank
	31.12.2023	31.12.2022	31.12.2023	31.12.2022
Present value of funded obligations	109	104	109	104
Fair value of plan assets	(1)	(3)	(1)	(3)
	108	101	108	101
Present value of unfunded obligations	140	147	138	145
Total	248	248	246	246

Notes to the Financial Statements

Group and Bank

322

Movement in net liability

	Group		Bank
	2023	2022	2023	2022
Net liability at the beginning of the period	248	271	246	269
Actual employer contributions paid	(6)	(7)	(6)	(7)
Benefits paid directly	(64)	(66)	(64)	(65)
Total expenses recognized in the income statement - continuing operations	58	85	58	84
Amount recognized in the OCI	12	(35)	12	(35)
Net liability at the end of the period	248	248	246	246

Remeasurements on the net liability

	Group		Bank
	2023	2022	2023	2022
Liability (gain)/loss due to changes in assumptions	14	(37)	14	(37)
Liability experience (gain)/loss arising during the year	(2)	2	(2)	2
Total amount recognized in OCI	12	(35)	12	(35)

In 2024, the Group and the Bank are expected to make €9 million and €9 million respectively, in contributions to funded plans, and pay €46

million and €46 million respectively, in retirement indemnities.

Reconciliation of defined benefit obligation

	Group		Bank
	2023	2022	2023	2022
Defined benefit obligation at the beginning of the period	251	274	249	272
Service cost-continuing operations	4	6	4	5
Interest cost -continuing operations	6	3	6	3
Employee contributions	2	2	2	2
Benefits paid from the Fund	(10)	(9)	(10)	(9)
Benefits paid directly	(64)	(66)	(64)	(65)
Losses/(gains) on curtailments / settlements- continuing operations	48	76	47	76
Remeasurements (gains)/losses:
Loss/(Gain) - financial assumptions	8	(37)	9	(37)
Loss/(Gain) - demographic assumptions	6	-	6	-
Loss/(Gain) - experience	(2)	2	(2)	2
Defined benefit obligation at the end of the period	249	251	247	249

Reconciliation of plan assets

	Group		Bank
	2023	2022	2023	2022
Fair value of plan assets at the beginning of the period	3	3	3	3
Employer contributions	6	7	6	7
Employee contributions	2	2	2	2
Benefits paid from the fund	(10)	(9)	(10)	(9)
Fair value of plan assets at the end of the period	1	3	1	3

The weighted average assumptions used to determine the pension costs for these defined benefit obligations, for the years ended 31 December

2023 and 2022 are:

Weighted average assumptions at the end of the reporting period

	Group		Bank
	2023	2022	2023	2022
Discount rate	3.3%	3.8%	3.3%	3.8%
Price inflation	2.2%	2.5%	2.2%	2.5%
Rate of compensation increase	2.2%	2.3%	2.2%	2.5%
Pension increase	0.0%	0.0%	0.0%	0.0%
Plan duration	10.9	10.8	10.9	12.1

Notes to the Financial Statements

Group and Bank

323

The following table presents a sensitivity analysis for each significant actuarial assumption showing how the defined benefit obligation would

have been affected by changes in the relevant actuarial assumption that were reasonably possible at the balance sheet date.

Sensitivity analysis of significant actuarial assumptions - Group		31 December 2023
Actuarial assumption	Change in Assumptions	Increase / (decrease)
Discount rate	Increase by 50 basis points	(3.7) %
	Decrease by 50 basis points	4.1%
Price inflation	Increase by 50 basis points	0.3%
	Decrease by 50 basis points	(0.3)%
Rate of compensation increase	Increase by 50 basis points	2.6%
	Decrease by 50 basis points	(2.4)%
Pension growth rate	Increase by 50 basis points	0.9%
	Decrease by 50 basis points	(1.2)%
Life Expectancy	Plus 1 year	0.6%
	Minus 1 year	(0.7)%

Sensitivity analysis of significant actuarial assumptions - Bank		31 December 2023
Actuarial assumption	Change in Assumptions	Increase / (decrease)
Discount rate	Increase by 50 basis points	(3.7) %
	Decrease by 50 basis points	4.1%
Price inflation	Increase by 50 basis points	0.2%
	Decrease by 50 basis points	(0.3)%
Rate of compensation increase	Increase by 50 basis points	2.6%
	Decrease by 50 basis points	(2.4)%
Pension growth rate	Increase by 50 basis points	0.9%
	Decrease by 50 basis points	(1.2)%
Life Expectancy	Plus 1 year	0.6%
	Minus 1 year	(0.7)%

Allocation of plan assets

The allocation of plan assets as at 31 December 2023 for the Group and the Bank amounts to €1 million (31 December 2022: €3 million) and

relates to assets of DAF policies issued by the insurance company NIC.

NOTE 12

Αdministrative & other operating expenses

	Group		Bank
Continuing Operations	31.12.2023	31.12.2022	31.12.2023	31.12.2022
Duties and taxes	4	15	-	10
Utilities	52	52	46	47
ATM and POS related expenses	2	2	2	2
Travelling and transportation expenses	10	10	8	7
Short-term or low value leases	2	2	2	1
Maintenance and other related expenses	17	16	14	13
Consulting, audit, legal and outsourcing expenses	93	51	86	44
Promotion and advertisement and donation expenses	41	25	40	23
Subscriptions, contributions, consumables and entertainment expenses	19	18	16	16
Other administrative expenses	15	17	13	15
Total	255	208	227	178

Notes to the Financial Statements

Group and Bank

324

NOTE 13

Credit provisions and other impairment charges

		Group		Bank
		12-month period ended		12-month period ended
Continuing Operations	Note	31.12.2023	31.12.2022	31.12.2023	31.12.2022
a. Impairment charge for ECL
Loans and advances to customers at amortised cost	21	269	218	252	186
Net modification (gain)/loss	4.2.11	(1)	(1)	(1)	(1)
		268	217	251	185
b. Impairment charge for securities
Investment in debt instruments		(34)	5	(34)	5
		(34)	5	(34)	5
c. Other provisions and impairment charges
Impairment of investment property, property and equipment, software
& other intangible assets and other assets		7	5	4	5
Impairment of investment in subsidiaries and equity method
investments		3	23	3	27
Legal and other provisions		81	30	78	30
		91	58	85	62
Total		325	280	302	252

NOTE 14

Restructuring costs

For the period ended 31 December 2023, restructuring costs include €20 million for the Group and the Bank for the Exit Schemes (31 December

2022: €59 million) and €8 million direct expenditure relating to the Transformation Program (31 December 2022: €8 million for the Group and

the Bank).

NOTE 15

Tax benefit /(expense)

	Group		Bank
	12-month period ended		12-month period ended
Continuing Operations	31.12.2023	31.12.2022	31.12.2023	31.12.2022
Current tax	(11)	(53)	-	(46)
Deferred tax	(359)	(210)	(357)	(217)
Tax benefit / (expense)	(370)	(263)	(357)	(263)
Profit before tax	1,479	1,155	1,377	1,089
Tax calculated based on the current tax rate of 29% (2022: 29%)	(429)	(335)	(399)	(316)
Effect of different tax rates of subsidiaries	15	9	-	-
Income not subject to taxation and other permanent differences	5	10	2	2
Expenses not deductible for tax purposes	(73)	(67)	(72)	(69)
Effect of unused tax losses and deductible temporary differences not recognised as
deferred tax assets	1	(2)	-	-
Tax effect of utilization of tax losses not previously recognised	28	-	27	-
Tax effect of utilization of deductible temporary differences not previously recognised	82	166	84	166
Effect of previously unrecognised and unused temporary differences now recognised as
deferred tax assets	-	8	-	-
Non off-settable withholding taxes	-	(46)	-	(46)
Other	1	(6)	1	-
Income tax expense	(370)	(263)	(357)	(263)
Effective tax rate for the period	25.0%	22.8%	25.9%	24.1%

The nominal corporation tax rate for the Bank is 29%. The withholding tax on dividends distributed is 5%.

The unaudited tax years of the Group’s investments accounted for by applying the equity method of accounting and subsidiaries are presented

in Note 24

“Equity method investments”

and Note 44 “

Group companies

”.

The corporate income tax rate for legal entities, other than credit institutions, is 22%

In December 2022, the European Council adopted EU Directive 2022/2523 introducing a global minimum tax affecting groups with consolidated

revenues in excess of €750 milion, following OECD’s Pillar Two model rules. The rules disincentivize the shifting of profits to low tax jurisdictions

Notes to the Financial Statements

Group and Bank

325

as well as tax competition between countries (“race to the bottom”) by imposing top up tax where the profits of group companies in a

jurisdiction are subject to an effective tax rate below 15%. The legislative process to transpose the Directive in Greece is ongoing. The Group is

in the process of assessing its potential exposure to Pillar Two income taxes.

From an initial assessment based on the most recent historic data

the rules are not expected to have a significant impact on the Group.

NOTE 16

Earnings per share

	Group		Bank
	12-month period ended		12-month period ended
	31.12.2023	31.12.2022	31.12.2023	31.12.2022
Profit for the period attributable to NBG ordinary shareholders from
continuing operations	1,106	890	1,020	826
Profit / (loss) for the period from discontinued operations (see Note 29)	-	230	-	(13)
Profit for the period attributable to NBG ordinary shareholders from
continuing and discontinued operations	1,106	1,120	1,020	813
Weighted average number of ordinary shares outstanding for basic and diluted
EPS	914,617,437	914,697,097	914,688,701	914,715,153
Earnings per share (Euro) - Basic and diluted from continuing operations	1.21	0.97	1.12	0.90
Earnings per share (Euro) - Basic and diluted from continuing and
discontinued operations	1.21	1.22	1.12	0.89

NOTE 17

Cash and balances with central banks

	Group		Bank
	31.12.2023	31.12.2022	31.12.2023	31.12.2022
Cash in hand	874	742	846	707
Balances with central banks	8,141	13,484	7,769	13,250
Total	9,015	14,226	8,615	13,957

The Bank is required to maintain a current account with the Bank of Greece (“BoG”) to facilitate interbank transactions with the central bank,

its member banks, and other financial institutions through the Trans-European Automated Real-Time Gross Settlement Express Transfer system

(”TARGET”). BoG requires all banks established in Greece to maintain deposits with the central bank equal to 1% of total customer deposits as

defined by the ECB. Similar requirements apply to the other banking subsidiaries of the Group.

The obligatory balances with Central Banks

amount to €696 million and €523 million for the Group and the Bank respectively (2022: €629 and €513 respectively) and are non-interest

bearing.

NOTE 18

Due from banks

	Group		Bank
	31.12.2023	31.12.2022	31.12.2023	31.12.2022
Sight deposits with banks	336	227	309	186
Time deposits with banks	83	81	104	81
Securities purchased under agreements to resell	-	92	-	92
Deposits in margin accounts	2,051	2,182	2,051	2,182
Other	323	318	315	313
Total	2,793	2,900	2,779	2,854

Notes to the Financial Statements

Group and Bank

326

NOTE 19

Financial assets at fair value through profit or loss

	Group		Bank
	31.12.2023	31.12.2022	31.12.2023	31.12.2022
Trading Securities:
Government bonds	204	160	204	160
Treasury bills	145	44	145	43
Other debt securities	3	-	3	-
Equity securities	33	21	8	3
Financial assets mandatorily classified at fair value through profit and loss:
Other debt securities	6	6	6	6
Mutual funds units	307	160	272	159
Other	9	4	5	4
Total	707	395	643	375

NOTE 20

Derivative financial instruments

	Group			Bank
	31.12.2023			31.12.2023
	Notional	Fair values	Fair values	Notional	Fair values	Fair values
	amounts	Assets	Liabilities	amounts	Assets	Liabilities
Derivatives held for trading
Interest rate derivatives – OTC	76,230	1,884	981	76,230	1,884	981
Foreign exchange derivatives – OTC	4,559	59	37	4,553	59	36
Other types of derivatives – OTC	809	28	53	809	28	53
Interest rate derivatives – Exchange traded	2,068	2	-	2,068	2	-
Other types of derivatives - Exchange traded	609	2	-	581	2	-
Total	84,275	1,975	1,071	84,241	1,975	1,070
Derivatives held for fair value hedging
Interest rate derivatives – OTC	1,335	99	343	1,335	99	343
Total	1,335	99	343	1,335	99	343
Total	85,610	2,074	1,414	85,576	2,074	1,413

	Group			Bank
		31.12.2022			31.12.2022
	Notional	Fair values	Fair values	Notional	Fair values	Fair values
	amounts	Assets	Liabilities	amounts	Assets	Liabilities
Derivatives held for trading
Interest rate derivatives – OTC	41,047	1,719	1,453	41,047	1,719	1,453
Foreign exchange derivatives – OTC	5,029	82	93	5,024	82	93
Other types of derivatives – OTC	635	30	53	635	30	53
Interest rate derivatives – Exchange traded	1,935	1	1	1,935	1	1
Other types of derivatives - Exchange traded	771	2	-	753	2	-
Total	49,417	1,834	1,600	49,394	1,834	1,600
Derivatives held for fair value hedging
Interest rate derivatives – OTC	1,115	128	323	1,115	128	323
Total	1,115	128	323	1,115	128	323
Total	50,532	1,962	1,923	50,509	1,962	1,923

Credit risk

The Group calculates a separate CVA for each counterparty to which the Group has exposure. The CVA is estimated considering expected

exposures generated using simulation techniques, as well as netting agreements and collateral postings. Furthermore, the CVA is based on

implied probabilities of default, derived from CDS rates

observed in the market, or, if these are not available, the probability of default of the

counterparty derived from internal rating models, or otherwise the regulatory risk weight is applied.

With respect to own credit risk, the Group estimates a Debit Value Adjustment (“DVA”) by applying a methodology symmetric to the one applied

for CVA. The bilateral CVA for the Group and the Bank at 31 December 2023 amounted to a cumulative loss of €13 million (31 December 2022:

cumulative gain €38 million).

Notes to the Financial Statements

Group and Bank

327

Fair value hedges

The Group’s and the Bank’s fair value hedges consist of interest rate swaps that are used to protect against changes in the fair value of fixed-

rate, long-term financial instruments due to movements in market interest rates.

31.12.2023					31.12.2023
Hedging Instruments					Hedged Items
	Nominal		Statement of	Change in		Accumulated	Statement of	Change in fair
Derivative Instrument	Amount	Fair Value	Financial Position	fair value	Carrying	hedge	Financial Position	value due to the
			Line	(2)	Amount	adjustment on	Line	risk being
						the hedged item		hedged (2)
Interest Rate Swaps	370	99	Derivative Assets	98
Interest Rate Swaps	4,996	75	Due from Banks (1)	102			Securities measured
					8,471	(1,172)		(57)
			Derivative				at amortised cost
Interest Rate Swaps	650	287		(135)
			Liabilities
			Derivative
Interest Rate Swaps	100	56		31			Securities measured
			Liabilities		1,077	N/A		(208)
							at FVTOCI
Interest Rate Swaps	818	179	Due from Banks (1)	172
			Derivative				Debt Securities in
Interest Rate Swaps	215	-		4
			Liabilities		2,168	(17)	issue	(31)
Interest Rate Swaps	1,870	2	Due from Banks (1)	26
							Loans and advances
Interest Rate Swaps	178	4	Due from Banks (1)	4	171	(5)		(5)
							to customers
Interest Rate Swaps (3)	5,000	52	Due from Banks (1)	55	5,054	(54)	Due to Customers	(54)
Total	14,197	68		357	2,497	(1,248)		(355)

31.12.2022					31.12.2022
Hedging Instruments					Hedged Items
			Statement of	Change in		Accumulated	Statement of	Change in fair
Derivative Instrument	Nominal	Fair Value	Financial Position	fair value	Carrying	hedge	Financial Position	value due to the
	Amount		Line	(2)	Amount	adjustment on	Line	risk being
						the hedged item		hedged (2)
Interest Rate Swaps	400	128	Derivative Assets	135
Interest Rate Swaps	5,437	1,681	Due from Banks (1)	1,744			Securities measured
					7,978	(1,686)		(1,763)
							at amortised cost
			Derivative
Interest Rate Swaps	400	264		(93)
			Liabilities
			Derivative
Interest Rate Swaps	100	52		36			Securities measured
			Liabilities		957	N/A		(258)
							at FVTOCI
Interest Rate Swaps	781	221	Due from Banks (1)	219
			Derivative
Interest Rate Swaps	215	7		(3)			Debt Securities in
			Liabilities		1,581	39		21
							issue
Interest Rate Swaps	1,380	(32)	Due from Banks (1)	(18)
							Loans and advances
Interest Rate Swaps	177	14	Due from Banks (1)	14	162	(14)		(14)
							to customers
Total	8,890	1,689		2,034	7,516	(1,661)		(2,014)

(1)

Relates to derivatives traded with Central Clearing Counterparties (CCPs). Please refer to Note 4.8 "Offsetting financial assets and financial liabilities".

(2)

Amounts reported under change in fair value for hedging instruments and hedged items refer to fair value hedging relationships that were active as at 31

December 2023 and 31 December 2022, respectively.

(3)

Macro fair value hedges

The accumulated amount of fair value hedge adjustments remaining in the Statement of Financial Position for discontinued hedges was €(1,115)

million for securities measured at amortised cost as at 31 December 2023 and €77 million as at 31 December 2022 respectively, for the Group

and the Bank. The respective amount for debt securities in issue was €14 million as at 31 December 2023 and €18 million as at 31 December

2022, for the Group and the Bank.

The accumulated amount of fair value hedge adjustments remaining in Other Comprehensive Income for discontinued hedges was €19 million

as at 31 December 2023 and €20 million as at 31 December 2022, for the Group and the Bank.

Hedge ineffectiveness recognized in the Income Statement amounted to €(9) million and €23 million, for the year ended 31 December 2023

and 31 December 2022 respectively, for the Group and the Bank.

The Group and the Bank are exposed to changes in the economic value of its demand deposits, and more specifically to a sub-segment referred

Notes to the Financial Statements

Group and Bank

328

to as Core Deposits, due to changes in benchmark interest rates.

Although the total balance of such deposits may vary in any given time, the

Group and the Bank can typically determine, the level of Core Deposits that is expected to be maintained for a specific period of time and the

level of their sensitivity to changes of benchmark interest rates. This hedging objective is consistent with the Group’s overall interest rate risk

management strategy (see “Board of Directors Report” section “Risk Management - Management of Risks- Market Risk”).

The repricing characteristics and the expected maturity of Core Deposits are subject to behavioural modelling since these characteristics are

not contractually defined and a relevant statistical analysis has been conducted to identify the expected maturity and the sensitivity of these

Core Deposits to interest rate changes.

Based on the outcome of this statistical analysis the Group and the Bank have identified the level of Core Deposits expected to be maintained

for a long period of time and thus unlikely to reprice even under significant changes in the interest rate environment. Therefore, the Group and

the Bank determined that the behaviour of this specific segment of its Core Deposits behaves like a fixed interest rate deposit, for a specific

period of time (i.e. its expected maturity).

Based on the above, the Group and the Bank hedged against this fixed interest rate exposure by entering into interest rate swaps. This strategy

is designated as a fair value hedge, under the IAS 39 as adopted by the EU (IAS 39 carve-out) and its effectiveness is assessed by comparing

changes in the fair value of the designated hedged item, attributable to changes in the benchmark interest rate, with the respective changes in

the fair value of the interest rate swaps used as hedging instruments.

Cash flow hedges

As at 31 December 2023, the Group’s cash flow hedges consist of interest rate swaps, used to hedge the variability in cash flows of the Group’s

loans and advances to customers that are attributable to changes in the market interest rates. As at 31 December 2022, the Group’s cash flow

hedges were Nil.

	31.12.2023				31.12.2023
	Hedging Instruments				Hedged Items
			Statement of
Derivative	Nominal		Financial Position	Change in fair	Carrying	Statement of Financial	Change in fair
Instrument	Amount	Fair Value	Line	value	Amount	Position Line	value due to the
							risk being hedged
Interest Rate Swaps	50	3	Due from Banks (1)	3	49	Loans and advances to	(3)
						customers
Total	50	3		3	49		(3)

(1)

Relates to derivatives traded with Central Clearing Counterparties (CCPs). Please refer to Note 4.8 "Offsetting financial assets and financial liabilities".

For the year ended 31 December 2023, hedging gains or losses that were recognized in Other Comprehensive Income amount to €(3) million

and hedge ineffectiveness recognized in “Net trading income / (loss) and results from investment securities” amounts to Nil for the Group and

the Bank.

Net investment hedgeFor 2022, he net investment hedge reserve of €(110) million relates to the investments in subsidiaries NBG Finance (Dollar)

Plc and NBG Finance (Sterling) Plc which are both under liquidation. The currency translation reserve of €110 million also relates to the

aforementioned subsidiaries. During 2022, the two subsidiaries proceeded with interim capital distribution (return) to NBG. According to IFRS’s

(IFRIC 16 and IAS 21) the return of capital is equated with a sale, therefore both the Net Investment Hedge Reserve and the Currency translation

reserve, which were equal and opposite were reclassified from equity (OCI) to profit or loss (see Note 37

“Tax effects relating to other

comprehensive income / (expense) for the period”

). The respective amounts for 2023 were Nil.

NOTE 21

Loans and advances to customers

	Group		Bank
	31.12.2023	31.12.2022	31.12.2023	31.12.2022
Loans and advances to customers at amortised cost
Mortgage loans	7,254	7,906	6,917	7,608
Consumer loans	1,601	1,633	964	1,012
Credit cards	488	459	440	407
Small business lending	1,479	1,508	1,317	1,344
Retail lending	10,822	11,506	9,638	10,371
Corporate and public sector lending	24,085	25,049	23,179	24,305
Gross carrying amount of loans and advances to customers at amortised cost	34,907	36,555	32,817	34,676
ECL allowance on loans and advances to customers at amortised cost	(1,083)	(1,493)	(997)	(1,393)
Net carrying amount of loans and advances to customers at amortised cost	33,824	35,062	31,820	33,283
Loans and advances to customers mandatorily measured at FVTPL	399	499	399	499
Total Loans and advances to customers	34,223	35,561	32,219	33,782

As at 31 December 2023, the gross carrying amount of loans and advances to customers at amortised cost in corporate and public sector lending

Notes to the Financial Statements

Group and Bank

329

includes the Frontier senior notes of €2,553 million (31 December 2022: €2,795 million) and a short-term reverse repo of €1,000 million (31

December 2022: €3,200 million).

Loans and advances to customers at amortised cost and mandatorily measured at FVTPL | Group

	Stage 1	Stage 2	Credit impaired
As at 31 December 2023	12-month ECL	Lifetime ECL	Lifetime ECL
			Individually	Collectively	Total
			assessed	assessed
Loans and advances to customers at amortised cost
Mortgage loans
Gross carrying amount	5,290	1,664	-	300	7,254
ECL allowance	(21)	(76)	-	(94)	(191)
Net carrying amount	5,269	1,588	-	206	7,063
Collateral held for financial assets	5,201	1,607	-	269	7,077
Consumer loans
Gross carrying amount	1,352	153	-	96	1,601
ECL allowance	(28)	(29)	-	(63)	(120)
Net carrying amount	1,324	124	-	33	1,481
Collateral held for financial assets	208	24	-	6	238
Credit Cards
Gross carrying amount	451	17	-	20	488
ECL allowance	(3)	(2)	-	(18)	(23)
Net carrying amount	448	15	-	2	465
Small business lending
Gross carrying amount	1,101	245	-	133	1,479
ECL allowance	(15)	(34)	-	(67)	(116)
Net carrying amount	1,086	211	-	66	1,363
Collateral held for financial assets	723	191	-	109	1,023
Corporate lending (1)
Gross carrying amount	21,605	1,019	562	155	23,341
ECL allowance	(139)	(78)	(321)	(67)	(605)
Net carrying amount	21,466	941	241	88	22,736
Collateral held for financial assets	10,895	676	393	95	12,059
Public sector lending
Gross carrying amount	686	43	12	3	744
ECL allowance	(8)	(7)	(12)	(1)	(28)
Net carrying amount	678	36	-	2	716
Collateral held for financial assets	146	40	-	3	189
Total loans and advances to customers at amortised cost
Gross carrying amount	30,485	3,141	574	707	34,907
ECL allowance	(214)	(226)	(333)	(310)	(1,083)
Net carrying amount of loans and advances to customers at amortised cost	30,271	2,915	241	397	33,824
Collateral held for financial assets	17,173	2,538	393	482	20,586
Loans and advances to customers mandatorily measured at FVTPL					399
Total loans and advances to customers					34,223

(1)

The senior notes of €2,553 million relating to the Frontier securitization and a short-term reverse repo of €1,000 million are included in Stage 1 of Corporate lending.

Stage 1 mortgage exposures include mortgage loans of €304 million, guaranteed by the Hellenic Republic. For the purposes of assessing the NPE classification

for the specific mortgage guaranteed exposures, the Bank equalizes the guarantor, i.e. the Greek State with the obligor. In substance, for these specific

exposures the Greek State guarantee is considered obligor substitution rather than credit enhancement means. Thus, the specific exposures are classified as

Stage 1 unless specific circumstances exist.

Credit impaired SBL exposures include SBL loans of €31 million, partially guaranteed by the Hellenic Republic.

Stage 1 corporate exposures include corporate loans of €7 million partially guaranteed by the Hellenic Republic, excluding state guaranteed loans with the

participation of Hellenic Development Bank following COVID-19 support measures. Stage 2 and Credit impaired corporate exposures include corporate loans

of €2 million and €49 million, respectively, partially guaranteed by the Hellenic Republic.

Notes to the Financial Statements

Group and Bank

330

	Stage 1	Stage 2	Credit impaired
As at 31 December 2022	12-month ECL	Lifetime ECL	Lifetime ECL
			Individually	Collectively	Total
			assessed	assessed
Loans and advances to customers at amortised cost
Mortgage loans
Gross carrying amount	5,010	2,467	-	429	7,906
ECL allowance	(26)	(98)	-	(148)	(272)
Net carrying amount	4,984	2,369		281	7,634
Collateral held for financial assets	4,821	2,359	-	382	7,562
Consumer loans
Gross carrying amount	1,203	281	-	149	1,633
ECL allowance	(23)	(30)	-	(101)	(154)
Net carrying amount	1,180	251		48	1,479
Collateral held for financial assets	172	51	-	11	234
Credit Cards
Gross carrying amount	409	17	-	33	459
ECL allowance	(8)	(2)	-	(31)	(41)
Net carrying amount	401	15		2	418
Small business lending
Gross carrying amount	679	629	-	200	1,508
ECL allowance	(14)	(70)	-	(118)	(202)
Net carrying amount	665	559		82	1,306
Collateral held for financial assets	456	450	-	163	1,069
Corporate lending (1)
Gross carrying amount	22,307	1,153	735	210	24,405
ECL allowance	(134)	(91)	(459)	(118)	(802)
Net carrying amount	22,173	1,062	276	92	23,603
Collateral held for financial assets	10,502	767	480	132	11,881
Public sector lending
Gross carrying amount	581	49	12	2	644
ECL allowance	(7)	(3)	(12)	-	(22)
Net carrying amount	574	46	-	2	622
Collateral held for financial assets	107	48	-	2	157
Total loans and advances to customers at amortised cost
Gross carrying amount	30,189	4,596	747	1,023	36,555
ECL allowance	(212)	(294)	(471)	(516)	(1,493)
Net carrying amount of loans and advances to customers at amortised cost	29,977	4,302	276	507	35,062
Collateral held for financial assets	16,058	3,675	480	690	20,903
Loans and advances to customers mandatorily measured at FVTPL					499
Total loans and advances to customers					35,561

(1)

The senior notes of €2,795 million relating to the Frontier securitization and a short-term reverse repo of €3,200 million are included in Stage 1 of Corporate lending.

Stage 1 and Credit impaired mortgage exposures include mortgage loans of €393 million and €1 million, respectively, guaranteed by the Hellenic Republic.

For the purposes of assessing the NPE classification for the specific mortgage guaranteed exposures, the Bank equalizes the guarantor, i.e. the Greek State

with the obligor. In substance, for these specific exposures the Greek State guarantee is considered obligor substitution rather than credit enhancement

means. Thus, the specific exposures are classified as Stage 1 unless specific circumstances exist.

Credit impaired SBL exposures include SBL loans of €57 million, partially guaranteed by the Hellenic Republic.

Stage 1 corporate exposures include corporate loans of €11 million partially guaranteed by the Hellenic Republic, excluding state guaranteed loans with the

participation of Hellenic Development Bank following COVID-19 support measures. Stage 2 and Credit impaired corporate exposures include corporate loans

of €1 million and €137 million, respectively, partially guaranteed by the Hellenic Republic.

Notes to the Financial Statements

Group and Bank

331

Loans and advances to customers at amortised cost and mandatorily measured at FVTPL | Bank

	Stage 1	Stage 2	Credit impaired
	12-month ECL	Lifetime ECL	Lifetime ECL
			Individually	Collectively	Total
As at 31 December 2023			assessed	assessed
Loans and advances to customers at amortised cost
Mortgage loans
Gross carrying amount	5,000	1,626	-	291	6,917
ECL allowance	(21)	(76)	-	(89)	(186)
Net carrying amount	4,979	1,550	-	202	6,731
Collateral held for financial assets	4,915	1,570	-	260	6,745
Consumer loans
Gross carrying amount	792	103	-	69	964
ECL allowance	(20)	(22)	-	(49)	(91)
Net carrying amount	772	81	-	20	873
Collateral held for financial assets	107	19	-	3	129
Credit Cards
Gross carrying amount	406	16	-	18	440
ECL allowance	(3)	(2)	-	(17)	(22)
Net carrying amount	403	14	-	1	418
Small business lending
Gross carrying amount	977	214	-	126	1,317
ECL allowance	(14)	(34)	-	(65)	(113)
Net carrying amount	963	180	-	61	1,204
Collateral held for financial assets	618	166	-	104	888
Corporate lending (1)
Gross carrying amount	21,046	799	493	127	22,465
ECL allowance	(144)	(71)	(290)	(52)	(557)
Net carrying amount	20,902	728	203	75	21,908
Collateral held for financial assets	9,301	455	350	87	10,193
Public sector lending
Gross carrying amount	678	21	12	3	714
ECL allowance	(8)	(7)	(12)	(1)	(28)
Net carrying amount	670	14	-	2	686
Collateral held for financial assets	138	18	-	3	159
Total loans and advances to customers at amortised cost
Gross carrying amount	28,899	2,779	505	634	32,817
ECL allowance	(210)	(212)	(302)	(273)	(997)
Net carrying amount of loans and advances to customers at amortised cost	28,689	2,567	203	361	31,820
Collateral held for financial assets	15,079	2,228	350	457	18,114
Loans and advances to customers mandatorily measured at FVTPL					399
Total loans and advances to customers					32,219

(1)

The senior notes of €2,553 million relating to the Frontier securitization and a short-term reverse repo of €1,000 million are included in Stage 1 of Corporate lending.

Stage 1 mortgage exposures include mortgage loans of €304 million, guaranteed by the Hellenic Republic. For the purposes of assessing the NPE classification

for the specific mortgage guaranteed exposures, the Bank equalizes the guarantor, i.e. the Greek State with the obligor. In substance, for these specific

exposures the Greek State guarantee is considered obligor substitution rather than credit enhancement means. Thus, the specific exposures are classified as

Stage 1 unless specific circumstances exist.

Credit impaired SBL exposures include SBL loans of €31 million, partially guaranteed by the Hellenic Republic.

Stage 1 corporate exposures include corporate loans of €7 million partially guaranteed by the Hellenic Republic, excluding state guaranteed loans with the

participation of Hellenic Development Bank following COVID-19 support measures. Stage 2 and Credit impaired corporate exposures include corporate loans

of €2 million and €49 million, respectively, partially guaranteed by the Hellenic Republic.

Notes to the Financial Statements

Group and Bank

332

	Stage 1	Stage 2	Credit impaired
	12-month ECL	Lifetime ECL	Lifetime ECL
			Individually	Collectively	Total
As at 31 December 2022			assessed	assessed
Loans and advances to customers at amortised cost
Mortgage loans
Gross carrying amount	4,848	2,341	-	419	7,608
ECL allowance	(26)	(98)	-	(143)	(267)
Net carrying amount	4,822	2,243	-	276	7,341
Collateral held for financial assets	4,662	2,236	-	372	7,270
Consumer loans
Gross carrying amount	761	140	-	111	1,012
ECL allowance	(20)	(22)	-	(82)	(124)
Net carrying amount	741	118	-	29	888
Collateral held for financial assets	109	33	-	8	150
Credit Cards
Gross carrying amount	367	10	-	30	407
ECL allowance	(8)	(1)	-	(30)	(39)
Net carrying amount	359	9	-	-	368
Small business lending
Gross carrying amount	556	599	-	189	1,344
ECL allowance	(14)	(69)	-	(114)	(197)
Net carrying amount	542	530	-	75	1,147
Collateral held for financial assets	355	425	-	157	937
Corporate lending (1)
Gross carrying amount	22,029	829	643	186	23,687
ECL allowance	(140)	(83)	(412)	(109)	(744)
Net carrying amount	21,889	746	231	77	22,943
Collateral held for financial assets	9,098	480	429	118	10,125
Public sector lending
Gross carrying amount	580	24	12	2	618
ECL allowance	(7)	(3)	(12)	-	(22)
Net carrying amount	573	21	-	2	596
Collateral held for financial assets	106	22	-	2	130
Total loans and advances to customers at amortised cost
Gross carrying amount	29,141	3,943	655	937	34,676
ECL allowance	(215)	(276)	(424)	(478)	(1,393)
Net carrying amount of loans and advances to customers at amortised cost	28,926	3,667	231	459	33,283
Collateral held for financial assets	14,330	3,196	429	657	18,612
Loans and advances to customers mandatorily measured at FVTPL					499
Total loans and advances to customers					33,782

(1)

The senior notes of €2,795 million relating to the Frontier securitization and a short term reverse repo of €3,200 million are included in Stage 1 of Corporate lending.