20-F/A 1 a12-14480_120fa.htm 20-F/A

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 20-F/A

(Amendment No.2)

 

(Mark One)

 

o

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

OR

 

 

x

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2011

 

 

OR

 

 

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from               to

 

 

OR

 

 

o

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of event requiring this shell company report . . . . . . . . . . . . . . . . . . .

 

Commission file number 001-14960

 

ΕΘΝΙΚΗ ΤΡΑΠΕΖΑ ΤΗΣ ΕΛΛΑΔΟΣ A.E.

(Exact name of Registrant as specified in its charter)

 

NATIONAL BANK OF GREECE S.A.

(Translation of Registrant’s name into English)

 

THE HELLENIC REPUBLIC

(Jurisdiction of incorporation or organization)

 

86 Eolou Street

10232 Athens, Greece

(Address of principal executive offices)

 

Gregory Papagrigoris—Investor Relations manager

Tel: +30 210 334 2310—Email: IR@NBG.gr

86 Eolou Street, 10232 Athens, Greece

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

 

Securities registered or to be registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

 

Title of each class

 

Name of each exchange on which registered

American Depositary Shares each representing one Ordinary Share

 

New York Stock Exchange

Ordinary Shares

 

New York Stock Exchange*

American Depositary Shares each representing one Series A Non-cumulative Preference Share

 

New York Stock Exchange

Series A Non-cumulative Preference Shares

 

New York Stock Exchange*

 


* Not for trading but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission.

 

Securities registered or to be registered pursuant to Section 12(g) of the Securities Exchange Act of 1934:

 

None

 



 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Securities Exchange Act of 1934:

 

None

 

Number of outstanding shares of each of the Registrant’s classes of capital or common stock as at December 31, 2011, the close of the period covered by the annual report:

 

956,090,482 Ordinary Shares of nominal value EUR 5.00 per share

25,000,000 Series A Preference Shares of a nominal value of EUR 0.30 per share

270,000,000 Redeemable Preference Shares of a nominal value of EUR 5.00 per share issued to the Hellenic Republic

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

x Yes   o No

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

o Yes   x No

 

Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

x Yes   o No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

x Yes   o No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer x

 

Accelerated filer o

 

Non-accelerated filer o

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

U.S. GAAP x

 

International Financial Reporting Standards as issued
by the International Accounting Standards Board
o

 

Other o

 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:

o Item 17   o Item 18

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

o Yes   x No

 



 

Explanatory note

 

NATIONAL BANK OF GREECE SA is filing this Amendment No. 2 to its Annual Report on Form 20-F for the fiscal year ended December 31, 2011 (“Form 20-F”), which was filed with the Securities and Exchange Commission on May 15, 2012, for the sole purpose of furnishing corrected XBRL Interactive Data Files.

 

No other changes have been made to the Form 20-F. Except as specifically described above, this Amendment No. 2 does not reflect events occurring after the filing of the Form 20-F, does not update disclosures contained in the Form 20-F and does not modify or amend the Form 20-F.

 

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ITEM 19  EXHIBITS

 

Exhibit

 

 

Number

 

Description of Exhibits

1*

 

An English translation of the Articles of Association of the Bank, as amended with effect from December 2011.

 

 

 

2.1*

 

Deposit Agreement dated as of May 28, 1998, as amended and restated as of January 22, 2010, among National Bank of Greece S.A., The Bank of New York Mellon as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Shares issued thereunder (incorporated by reference to Exhibit 1 to the registration statement on Form F-6 (File No. 333-167117) filed May 27, 2010).

 

 

 

2.2*

 

Form of Deposit Agreement dated as of May 29, 2008, among National Bank of Greece S.A., The Bank of New York Mellon as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Shares issued thereunder (incorporated by reference to Exhibit 1 to the registration statement on Form F-6 (File No. 333-151199) filed May 28, 2008).

 

 

 

8*

 

Subsidiaries of the Bank.

 

 

 

12.1*

 

Certification of the Chief Executive Officer, the Deputy Chief Executive Officer and the Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

 

 

 

13.1*

 

Certification of the Chief Executive Officer, the Deputy Chief Executive Officer and the Chief Financial Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

15.1*

 

Consent of Independent Registered Public Accounting Firm.

 

 

 

101.INS

 

XBRL Instance Document

 

 

 

101.SCH

 

XBRL Taxonomy Extension Schema

 

 

 

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase

 

 

 

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase

 

 

 

101.LAB

 

XBRL Taxonomy Extension Label Linkbase

 

 

 

101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase

 


* Previously filed as an exhibit to the original filing.

 

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SIGNATURES

 

The registrant hereby certifies that it meets all of the requirements for this filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.

 

 

NATIONAL BANK OF GREECE S.A.

 

(Registrant)

 

 

 

 

By:

/s/ APOSTOLOS TAMVAKAKIS

 

 

 

 

 

Apostolos Tamvakakis

 

 

Chief Executive Officer

 

 

 

 

 

 

Date: June 21, 2012

 

 

 

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