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National Bank of Greece (NYSE:NBG)

Announcement of a voluntary offer for all outstanding common registered shares of Eurobank Ergasias S.A. Conference Call

October 10, 2012 10:30 am ET

Executives

Paul Mylonas – General Manager, Strategy and Governance

Alexandros Tourkolias – Chairman and Chief Executive Officer

Petros Christodoulou – Deputy Chief Executive Officer

Analysts

Stefan Nedialkov – Citigroup

Antonio Ramirez – Keefe, Bruyette & Woods, Inc.

Raimundo Fernandez – Nomura Securities

Luca Orsini – One Investments

Paul Formanko – JPMorgan

Operator

Welcome to the announcement of Voluntary Offer by National Bank of Greece for EFG Eurobank. My name is Tina and I'll be your coordinator for today's conference. For the duration of the call, you'll be on listen-only, and at the end of the call, you'll have the opportunity to ask questions. (Operator Instructions)

I'm now handing over to your host, Mr. Paul Mylonas, to begin. Please go ahead, sir.

Paul Mylonas

Welcome to the call for the announcement of the VTO by NBG for Eurobank shares. Good afternoon to everyone and good morning to those joining us from across the Atlantic. I'm here with Mr. Tourkolias, our CEO; and Mr. Christodoulou, the Deputy CEO. We’ll begin with the introductory comments from the CEO followed by comments by Mr. Christodoulou, following the presentation sent to you, and then we'll go to Q&A. So let us begin.

Alexandros Tourkolias

Okay, I welcome everybody to this call. The title of the call is Voluntary Tender Offer. I believe the exchange offer announced by NBG represents a fairly proposal to Eurobank Ergasias. I believe that this is strategic transaction for both Groups and it’s intended to create shareholder value for both shareholders and be beneficially for all stakeholders involved.

In addition to the benefit of all certain stakeholders, I believe that is a catalyst for the financial sectors ability, while it will definitely contribute to the recovery of the Greek firms. I want to touch west is Eurobank for us, it’s a good bank, it’s a good match, I believe it’s a bank with strong expertise, dynamic sales collection which is, if it is put combined here with NBG, more traditional agencies and client based, I do believe, I firmly believe that it will improve customer service, it creates value. It’s a complementary. It is very complementary in Southeast Europe; it provides critical markets Serbia, Bulgaria and Romania. Also give us a more strong and safe bond, more way of bond, if I do believe we have the chance to go soon into the capital markets.

Studying through the synergies potential, that’s into very high potential there, both domestically in Southeast Europe. And it should never doubt that we are going to see reducing capital needs. So I believe that this transaction has risk of, as I said a risk for the completion of the transaction, I believe it is very small risk for three different reasons.

First of all, 4% for Eurobank is always, already committed to the offer, no authority has objected based on the initial contacts, and their last year most important is the EFG bank has publicly announced as it will take a first transaction to this transaction. Looking all the above factors together, I’m confident that we have made the right business decision, and I believe it’s a right decision for both banks Eurobank and NBG as well.

I will stop at the moment, and I’ll hand over to Mr. Christodoulou for making his, for outlining the proposed transaction. Thank you.

Petros Christodoulou

Again from me good afternoon and good morning to you all. I’m Petros Christodoulou, a number of you remembered me from the old days, when I was participating in the quarterly calls and with a small break while after the debt office, I’m back here, and I’m very happy to present you the proposed transaction.

The transaction will take place through a streamline process in the form of a merger by absorption, which will follow the completion of our VTO. The exchange ratio is 58 newly issued NBG shares for every 100 existing Eurobank shares, implying a premium of about 7, slightly over 7% to Eurobank shareholders based on the closing prices of October 4.

We anticipate fully-phased synergies of around €570 million to €630 million per annum on a pretax basis to be fully realized by year end 2015. We should keep that we are carefully constructing robust integration plan in order to achieve the estimated synergies as early as possible, while at the same time aiming at a smooth integration process, minimizing operational deceptions.

As we have announced the Chairman of the enlarged entity group will remain Mr. George Zanias and Mr. Alexandros Tourkolias will remain the CEO. The combined entity will comprise a combination of talented management teams following a best of both approach.

Moving to the implementation timetable, the tender offer is expected to be completed before year end or around year end. The first extraordinary general meeting related with the transaction will convene on October 30; our management team along with our financial and legal advisors will ensure a smooth and successful implementation of the transaction timetable.

The proposed transaction is an exceptional proposition for the stakeholders of both NBG and Eurobank as well as the Greek economy and the official sector. The combination will create an enlarged banking group with greater stability and viability which will be able both to contribute in financing the recovery of the Greek economy and also help to restore confidence in the Greek financial system.

Furthermore the new group will have the size, credibility and credibility to attract back the deposits that so far has led the system. The transaction will significantly enhance our scale in the Southeast European region that will improve our product distribution and balance sheet capabilities to enable the new banking group to better service customer needs across the region.

In this region, we will have strong positions in Turkey, Bulgaria, Serbia and Romania. We estimate that this highly strategic combination will generate pretax synergies as I said before in the range of €570 million to €630 million per annum on a fully-phased basis as mentioned earlier.

The bulk of the synergies are expected to be generated from the Bank’s international operations, general and administrative cost savings and the rationalization of funding costs. The logic of transaction is to create a more viable institution with significant value creation.

The logics for just clear of about for exit of the Asia Pacific as CEO have noted before. Eurobank was, actually Eurobank is currently the second largest bank in Greece in terms of total assets. There are several areas where the products and services of the two banks are complementary. NBG’s strong relationships and Eurobank’s sales culture will drive customer value and improve customer services.

The loan book of Eurobank is well diversified among all lending products and complementaries to the loan book of NBG. Eurobank’s higher concentration in corporate lending any particular small business loans will fit with the retail oriented loan portfolio of NBG. Furthermore NBG has a dominant presence in large corporate and shipping lending.

The enlarged size of the combined entity will allow our organization to continue being at their forefront of Greek banking and to act as a pillar of the financial system. The merger bank will be the largest organization in Greece by assets, as well as the largest financial institution in the country.

As of Q1, 2012 the enlarged entity will have total assets of €178 billion, net loans of €110 billion, deposits of €88 billion and pre-provision earnings excluding net trading income of €722 million. We’ll have increased funding capabilities due to the enlarged deposit base and the improved balance chance to tap the international markets faster. I also mentioned before that we’d be in a far better position to attract the retail deposits that we’re expecting to flow back into the banking system of the companies via economy and finances stabilized assets.

NBG will remain the largest Greek bank based on loans, deposits and branches, combined loans market share of 36%, with gross loans of €87 billion in Greece. Combined deposits market share of 32% with deposits of slightly over €62 billion in Greece. Combined branches market share of 26% in Greece with 925 branches across the country. The combination will create a long-term viable financial institution that is able to withstand the difficult challenges Greece is currently undergoing and continue supporting Greek businesses and households by providing as much financing as it’s strong balance sheet rollout.

NBG will have a strong footprint in South Eastern Europe, particularly in the key regional markets of Turkey, Romania, Bulgaria and Serbia. The enlarged bank based on loans will be number one in Bulgaria and FYROM, number three in Romania and Serbia. We now expect in Turkey, we’ll continue contributing substantial returns in NBG’s operating results.

Our strategy towards our South Eastern European business will remain intact. We will continue following its controlled lending growth strategy for the next one to two years during which period we will continue focusing on deposits gathering in order for our Southeast European subsidiaries to minimize their reliance on parent funding support.

As soon as a microeconomic environment improves, NBG will adjust its lending growth accordingly and increase its great expansion in the region. We expect substantial synergies in the South Eastern European region in particular in Romania, Bulgaria and Serbia, where Eurobank has a strong presence and operate well established franchises.

Customers will benefit from the enhanced capabilities of the combined group growing on each banks comparative strengths including a wider product offering, improved learning capacity and safer and more efficient service offerings. We estimate that the combined group will achieve annual pre-tax synergies; as I mentioned before roughly the €600 million to €630 million mark by the end of 2015.

If I would go through the source of synergies, we’re talking about and where that’s going to come from obviously it’s the optimization of our branch network infrastructure, systems and central operations, reduction in G&A cost in Greece internationally, optimization of deposits gathering and funding strategy, increased share of wallet from existing customers through enhanced product, the redistribution and balance sheet of our builders of the combined group.

We estimate for synergies to be the main source of value from this transaction contributing about 60% of total synergies. Main pillars of cost synergies realization will be the footprint optimization to corporate function consolidations and streamline centralized operations. We project that funding synergies will contribute around 30% of the total synergies.

The consequence, strong deposit franchise is expected to attract lost funds and achieve a lower cost of funding; this is an area that is I should point out that the deposits so that have flood the Greek banking system since the beginning of the prices are up to roughly €80 billion of which two thirds have stayed in the country, and they are in the [matters], so we stand to gain as this funds flow back into the system.

We estimate that the revenue synergies will contribute about 10% of the total synergies. Revenue synergies for the most part are based on cross selling opportunities and leveraging on the improved IT platform that will be created.

We are back in page 10 now for those of you have been followed me so far. We have designed a robust integration plan to ensure that we can realize the estimated synergies. We intend to manage the timing of the integration process in a flexible manner to limit as much as possible the social impact from the employees of both banks, in light of the current environment.

The aim of completing full operational integration for Eurobank within the next two to three years. Our integration plan is focused on four main areas, keep up ongoing business, optimize integration efficiency, bring key stakeholders on board, and ensure timely compliance. We’ll go through each one of these, as I said, keep up ongoing business, the integration plan is designed to keep disruptions to NBG’s day-to-day business to a minimum. Regarding, efficiency it follows a balanced approach between integration speed and associated cost and execution risks by putting in place effective monitoring mechanisms.

Stakeholders, our personnel’s capability will be utilized in the most efficient way following the best of both principle in order to minimize deposit attrition. Talking about time, our integration plan is designed based integration efficiency while at the same time complying with integration and legal requirements.

Moving to page 11, the EGM for the share capital increase to finance the transaction is scheduled as I said before for the 30 of October. The second repeat of the EGM is scheduled to the 23 of November. On December 5, the IM and tender process documents will be published and the four weeks acceptance period will start on roughly about the 15 of December Eurobank’s for being board will apply on this transaction and we expect to complete the tender by or around year end.

That brings me to the end of this brief presentation, I try to keep it very short and pull it light, and I would very much like to inviting out to ask questions, I’m sure you will have a number of them and we will do the best we can, to give you as concise and comprehensive answers as possible.

Question-and-Answer Session

Operator

(Operator Instructions) And our first question comes from the line of Stefan Nedialkov from Citigroup. Please go ahead.

Stefan Nedialkov – Citigroup

Hi good afternoon guys, it’s Stefan from Citigroup. I have two questions, and both of them are on the synergies that you envisage. Could you please tell us what is the phasing end schedule of the growth synergies for the 2015 at least what you said now and the second question is there was no mention of restructuring costs and given that the 60% of the synergies are on the costs side. I was wondering what does that mean for restructuring costs overtime as well? Thank you.

Paul Mylonas

Thank you, this is Paul. Clearly, you need to take into account this is a detail, so it’s from the outside in is the how we’ve done the synergy, we’ve done a lot of work but it’s from outside, we have not accessed to data of Eurobank. That being said, the synergies are going to be phased in about 30% in the first year, 70% by the second year and 100% by the third year, and the cost will be about one years worth of cost synergies of over the full three year period.

Stefan Nedialkov – Citigroup

Sorry can you just repeat that last bit…

Paul Mylonas

The second part is one years worth of costs synergies is the estimate of the full amount of the costs of contemplating synergies of restructuring.

Stefan Nedialkov – Citigroup

One years costs of, you mean one years worth of the target cost base?

Petros Christodoulou

No, if you look in the presentation, we have an estimate for the cost synergies, right as a percentage of the total synergies.

Stefan Nedialkov – Citigroup

Right.

Petros Christodoulou

That’s the cost of the restructure. It’s not one year of total synergies.

Stefan Nedialkov – Citigroup

Cost synergies equals?

Petros Christodoulou

Yes, of course.

Stefan Nedialkov – Citigroup

Is the cost, okay, got it. Thank you.

Petros Christodoulou

Okay.

Operator

Thank you. Our next question comes from the line of Antonio Ramirez from KBW. Please go ahead.

Antonio Ramirez – Keefe, Bruyette & Woods, Inc.

Hello. Good afternoon. You mentioned as well as the objectives of the transaction to provide an improved exit path for the Hellenic Financial Stability Fund, so if you can please elaborate on that and related to that, if you can tell us on where are we in terms of the recapitalization process for Greek banks in general for NBG and Eurobank in particular and then how these transaction, what’s the impact or how this transaction alters or complements these recapitalization plan, so what in terms of the requirement or the proposal for the private sector to participate and subscribe at least 10% of the capital that is needed, I think it was the previous plan, is this transaction playing a role in that particular aspect? So to summarize, where are we in terms of the recap for both banks, what is the impact of this transaction in this recap process?

And then if you can elaborate, I mean, I do understand a bigger bank better prepared bank and [so] all of that should make easier in the medium term the disposal or the divestment from the Hellenic Financial Stability Fund, so is this clear, but if you can elaborate on these specifics? Thank you.

Petros Christodoulou

(Inaudible) can I answer now, okay. Look the first of all, as you know that the Greek market has attempted to achieve the critical size for a long time now for the past 10 years with a number of sales attempts and we are all too happy that finally, we are coming to the end of this laborious process and we are moving ahead. I should say that one thing, I learned from talking to various international official sector participants I was told sort of I learned the phrase never meet a good crisis, and the good thing that has come up in this crisis that we are on the corporate side of the Greek’s banking corporate side, we are taking advantage of these developments to move ahead, we had to create a slightly larger by domestic standards bank in order to be able to achieve a minimum size to put us on the international investment map in terms of size of assets and footprint and at the moment, we can now hold the regional flag higher, the regional ambassador of the regional business and provide a very good investment case for the international investment community.

In terms of capital that this results to eventually the capital need of Eurobank will be added to the capital need of NBG and (inaudible) and we eventually we will be recapitalization needs will remain intact. Having said that, we are counting on the synergies that we will it’s up to us to achieve and affect so that in the future this capital will be further enhanced by the synergies we’ve managed to bring in, in-house bringing.

Regarding the capitalization process, this is a laborious process because a lot of people have been involved from within Greece and definitely outside of Greece and we have to check the ticker boxes by a number of people and solve some difficulty if you like equations that not necessarily kept everybody happy. But we are at the end of this process, we are about to have a climate to have an agreement announced with some of the authorities, and I think that soon in the next month or so this would be a very clear issue.

Definitely, we believe that our size will give us the synergies, will give us the access to the new deposit base that we’ll be flowing back into the system, higher stability starts sort of settling in the Greek corporate and banking domain. We believe that these are will arm us better best to access international markets in the future.

Antonio Ramirez – Keefe, Bruyette & Woods, Inc.

And in terms of the, is there any specific impact or contribution on the recapitalization plan from the combination. Is there any in terms of the would you expect in terms of conditions and requirements is there any influence from the fact that the two banks are getting together or no, we simply need to think on the numbers that have been discussed in the past and just add them together

Petros Christodoulou

I think you should as you said take the numbers you’ve heard in the past, add them together, but the extra contribution here comes from two areas. First we have synergies which eventually will adopt to a sizeable capital injection and we are very much looking forward and we welcome that from day one. And second will have the connective benefit of attracting a sounder and deeper broader and cheaper deposit base. So these are eventually going directly into our bottom line and this is going to helping us to access the market a bigger founder and the local ambassador of regional banking.

Antonio Ramirez – Keefe, Bruyette & Woods, Inc.

Yeah, the side effects that we’ll be seeing in a period of time, so obviously that will help to generate a capital organically and therefore repay or buyback the capital contribution from the Hellenic fund. However in the short-term is the recap has to be completed in the next few months, it doesn’t add much. So that’s why I was wondering if on the mechanics of the capital increase the transaction has any impact. We know that all the transactions that have being announced in particular in order the potential acquisition with Emporiki by Alpha Bank has some elements of new capital being injected and this may or may not so this is the question mark we have contribute to the Alpha Bank efforts in order to raise capital from the private sector. So that’s why, I was wondering if there is something specific in this transaction that helps in that direction as well.

Petros Christodoulou

Well this transaction is notably different from the Emporiki Alpha transaction has different merits, grade bank of different size. And at the end of the day when we knock on the international community door to raise capital when the capitalization takes place. We definitely have a bigger, stronger story to tell. As I said the we believe we will have a very good chance of attracting private capital when the time arises. And as you know the HFSF translated to shifting the balance of the capital required and we will move ahead. Thereafter within three years time, we will be sold in the market. So the best we can do is prepare a very big sound critical banking institution with all the credentials to run forward in the future and attract private capital.

Antonio Ramirez – Keefe, Bruyette & Woods, Inc.

Okay, okay, thank you very much.

Operator

Thank you. Our next question comes from the line of Raimundo Fernandez from Nomura. Please go ahead.

Raimundo Fernandez – Nomura Securities

Hey, hello. First of all I would appreciate, two clarifications. You said during the beginning of the call that around 4% I understand is just to confirm the shareholders already agree with the deal just to confirm that is 4% the figure that you mentioned. Under the one clarification before my questions is, I understand that the cost of the synergies to develop the synergies, I understood that up 60% of total one year fully-phased synergies. So that’s around €400 million just to be sure that I understood in the right way. And my question is related to the capital mix this is – I don’t know if the this cost of synergies are adding or we have to add them to the capital needs you said that initially note I understand that in some countries you can charge there against equity the restricted cost, if is that the case? And that’s all, thank you.

Petros Christodoulou

Regarding the percentage that you heard at the beginning, we have reached out to some shareholders as the response, the committed response we have from certain shareholders adds up to around 44%.

Raimundo Fernandez – Nomura Securities

Okay.

Petros Christodoulou

We have much more positive feedback, but obviously it’s not committed, so we cannot announce it at this stage. But we are expecting as time develops and given the very positive feedback and the press reports that we have received domestically and internationally that once the VTO is live, we’ll start reporting much higher numbers. Regarding the synergies, Paul, do you want to figure out?

Paul Mylonas

Yes, I think you got the number right. As we said the range of synergies have a midpoint of around 600, 6% of the cost synergies you multiply those two and you get a number that’s close to the 400 that you mentioned, okay. So that’s now in terms of facing clearly they won’t be upfront they will be faced in over time and on the accounting treatment, we’ll see how we can do. But there is going to be a capital increase coming from those.

Raimundo Fernandez – Nomura Securities

And regarding that capital increase, Paul, do you see the new shares that will be used for exchange I understand you cannot provide more details.

Paul Mylonas

Sorry, can you repeat that question?

Raimundo Fernandez – Nomura Securities

Yeah, if you can provide some more details of how that capital increase is going to take place. The capital increase still issue the new shares that will be used to for exchange of the other company, Eurobank shares?

Paul Mylonas

About the recapitalization (inaudible) irrespective of the tender offer here. Is that the…

Raimundo Fernandez – Nomura Securities

Yeah, that’s right. Regarding the tender offer? Yeah.

Paul Mylonas

Well, the recapitalizations framework details haven’t been worked out. Most banks have received the capital shortfall from the Bank of Greece based on the BlackRock [play study]. And then there are various discussions going on how this recap will be designed. We have all received bridge capital, we have received a four main banks €18 billion we’ve received €7.4 billion. We have received on the asset side the excess bonds on the (inaudible) side we have bridge capital. The terms of this capital, there are some components that is being discussed will be non-dilutive form (inaudible) whatever there is some talk of reduction on capital needs through the DTA acquisition of the DTA as a receivable. Some talk of eliminating the mark-to-market loss on the new GGBs through some various mechanisms, which we can discuss bilaterally.

And then finally, it’s the direct equity injection where if this 10% is raised in the market the other 90% will be [non-voting] and there are also discussions of adding more incentives for the private security participants. So that’s the broad description of the recap framework, it is being discussed and it will be part of the review of the completion of the review with the (inaudible). But right now the focus that one is on the fiscal side and once that done and in my understanding it’s needed to be finalized that the recap framework will be next on the agenda.

Raimundo Fernandez – Nomura Securities

Thank you.

Operator

Thank you. Our next question comes from the line of Luca Orsini from One Investments. Please go ahead.

Luca Orsini – One Investments

It’s again on the recapitalization of the bank of both banks. Is it fair to say that is it likely to happen within this calendar year or you’re seeing that there is a chance of the negotiation we go past this calendar year in order to attract more capital in the bank in whatever form we are talking about?

Petros Christodoulou

The capital will flow to the banking systems I think in the next month. And the whether that will come as the recapitalization or as an equity advance is now that here and there it could be the recapitalization such is done later or probably in Q1 ’13, but that’s the important thing is that the equity advance will be coming in the next month.

Luca Orsini – One Investments

Thank you.

Operator

Thank you. Our next question comes from the line of Paul Formanko from JPMorgan. Please go ahead.

Paul Formanko – JPMorgan

Good afternoon gentlemen and thank you for the update on the transaction. Just one question on the transitional period, you have mentioned that it may take as long as three years to access private equity markets. And a lot of things can happen in three years, and we were just wondering how do you plan during that period to preserve the value of your international franchise particularly in Turkey during the period of capital shortage. Again, you’ve grew, but Eurobank already made some successful disposals in the last 12 months, and wouldn’t that make sense to actually sell some of these assets while there is actually, they’re in a good shape, are well funded, and can such, a pretty good price in the market today? That’s my question. Thank you.

Petros Christodoulou

Yes, Paul. Well, first, I do not say that, it will take three years to access the markets. I say that it will take three years to ultimately for the part of the ownership of the HFSF to be sold, on sold to the private sector. We believe that in the early in 2013, we’re definitely inside the first half of 2013; we’ll be knocking on your door and other doors to attract private capital.

Regarding our activity, this has been as usual. You inferred that this might mean certain plans for our Turkish subsidiary and first of all, we are very happy with the performance in Turkey. We are receiving some very decent income from there and nowhere in our plans or even in our minds is that an idea of disposal of any sort.

Paul Formanko – JPMorgan

Okay, thank you. And so basically, you will maintain the presence as it is you will manage the franchise, I mean particularly what I see on your map was quite attractive, Romania also 410 branches, 10% market share. So I guess you will continue to provide liquidity to some of the more liquidity constrained markets like Romania, Serbia, FYROM, Cyprus, Ukraine.

Petros Christodoulou

One thing that I say that definitely, I mentioned in my presentation before that we are also happy about the footprints in the region. And I also said that our size and new credibility and the fact that the parent will be in a much more, in a healthier economy to operate in will enhance the credibility of the overall group. And this is going to enhance our liquidity positions in all the regional geographies basically give us the access to local liquidity, so that as I said before, this is going to help us in terms of having the subsidiaries relying less to the parents liquidity.

Paul Mylonas

And just I refer to saying clearly, Turkey already has great access, Finansbank has great access to market and has had no problem raising liquidity as much as it wants. So actually, its borrowing costs are coming down; its deposit costs are coming down. So it is, I think in very good shape on most of liquidity in the capital side.

On the Southeast Europe, both I think certainly on NBG side, we reduced the liquidity need from external data, see the Eurobank is doing the same thing. So I think that the cross-border funding is gradually being phased out, and that these banks given the largest size will be able to access (inaudible) need to grow and fund these economies.

Petros Christodoulou

And significantly, definitely you are aware that Turkey as we speak as Finansbank has approached a number of banks for a syndicated loan and so this is liable as we speak. So it could not be more timely.

Paul Formanko – JPMorgan

Okay, thank you.

Operator

Thank you. We currently have no further questions coming through. (Operator Instructions) We have no further questions coming from the telephone lines.

Petros Christodoulou

Okay, thank you very much.

Paul Mylonas

Thank you very much for joining us. Sure, there will be further questions that you have, clearly the IR team is standing ready for questions that you may have today and in future days. So thank you very much for joining us and good afternoon and have a rest of the good day for you in the United States. Thank you.

Operator

Ladies and gentlemen, thank you for joining. You may now disconnect your lines.

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