Reasoned opinion of the Board of the Directors of Eurobank Ergasias S.A. on the voluntary public offer of National Bank of Greece S.A.

The Bank’s Board of Directors having considered the content of the VTO information memorandum, the reports provided by the Bank’s financial advisors Deutsche Bank AG, London Branch and Goldman Sachs International, as well as the fairness opinion on the exchange ratio of the Bank’s financial advisor Barclays Bank PLC (acting through its investment bank), which are referred to in more detail in the full reasoned opinion of the Board of Directors, concluded in summary as follows:

1. The Offer Consideration: (a)   satisfies the requirements of the Law taking also into account the explanatory note of the Hellenic Capital Markets Commission, dated December 19th 2008;(b)   falls within the range of exchange ratios calculated based on internationally  recognised methodologies; and(c)   is fair from a financial point of view.

2. Furthermore, through the Tender Offer, the Shareholders are given the opportunity to eventually become shareholders of the enlarged scheme having systemic presence in most of the Southeastern European countries and, as a result, to receive the benefits which NBG expects to derive from the merger by absorption of Eurobank, following completion of the Tender Offer. NBG has stated, inter alia, that synergies would mainly derive from the combination of the two organizations, the consolidation of infrastructure and systems, as well as from the rationalization of the funding cost. The creation of the new group is expected to allow the optimal utilization of the comparative advantages of the two organisations, especially the employees, in order to capitalise on the experience and the abilities of all employees on the basis of criteria of meritocracy, while, as stated by NBG, the combined group will use every possible effort such that any potential changes would have the least possible social impact.