Quarterly Report • Sep 24, 2015
Quarterly Report
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| Certifications of the Board of Directors3 | |
|---|---|
| Management's interim report4 | |
| Auditor's Review Report6 | |
| Income Statement – 6 months7 | |
| Income Statement – 3 months8 | |
| Balance Sheet9 | |
| Statement of Changes in Equity-Group 10 | |
| Statement of Changes in Equity-Bank 11 | |
| Cash Flow Statement12 | |
| NOTE 1: | General Information13 |
| NOTE 2: | Summary of significant accounting policies 14 |
| 2.1 | Basis of Preparation 14 |
| 2.2 | Principal accounting policies14 |
| 2.3 | Estimates14 |
| NOTE 3: | Segment reporting 14 |
| NOTE 4: | Earnings per share16 |
| NOTE 5: | Loans & advances to customers (net) 16 |
|---|---|
| NOTE 6: | Goodwill, software & other intangibles assets16 |
| NOTE 7: | Property & equipment16 |
| NOTE 8: | Due to customers 17 |
| NOTE 9: | Contingent liabilities and commitments17 |
| NOTE 10: | Share capital and treasury shares18 |
| NOTE 11: | Dividend per share18 |
| NOTE 12: | Related party transactions19 |
| NOTE 13: | Acquisitions & other capital transactions20 |
| NOTE 14: | Capital adequacy 20 |
| NOTE 15: | Group Companies21 |
| NOTE 16: | Events after the balance sheet date 22 |
| NOTE 17: | Foreign exchange rates22 |
| NOTE 18: | Reclassifications and restatements 22 |
| Summary financial data 23 |
Certification of Chairman and Chief Executive Officer, Vice Chairman and Deputy Chief Executive Officer, and a member of the Board of Directors pursuant to Article 5(c) of Law 3556/07.
We, the members of the Board of Directors of National Bank of Greece S.A. certify that to the best of our knowledge:
Athens, 28 August 2008
THE CHAIRMAN THE VICE CHAIRMAN
AND CHIEF EXECUTIVE OFFICER EXECUTIVE OFFICER
EFSTRATIOS-GEORGIOS A. ARAPOGLOU
IOANNIS G. PECHLIVANIDIS
AND DEPUTY CHIEF
STEFANOS G. PANTZOPOULOS
THE BOD MEMBER.
The global economy during the first half of 2008 is characterized by the slow-down of US economic activity, mainly due to the substantial decline in the US housing market and the surging oil and food prices. The interbank and credit markets continued to suffer from lack of liquidity and confidence. In this environment, the ECB proceeded with a 25 bps rate hike to 4,25 per cent in June 2008, in an effort to tame inflationary pressures, whereas the Fed emphasized the bolstering of economic growth prospects, cutting its policy rate by a cumulative 225 bps to 2 per cent in the first half of 2008.
In Greece, monetary conditions have tightened slightly in recent months, reflecting continuing uncertainty in money markets, the interest rate hike by the ECB and the strong euro.
An important development is the resilience of Turkey and the countries of Southeast Europe to the adverse global economic environment, the economic growth of which reached 6,6% and7,7% respectively in the first quarter of 2008.
In light of the above, NBG Group net profit reached €814 million, down 7% from 2007. Excluding the profit from the sale of AGET, the tax rebate to Finansbank in 2007 and the one-off expense of €21 million relating to Finansbank's tax audit settlement in the first half of 2008, Group net profit rose tο €835 million, up +15% yoy. Return on equity reached 26%, up 2 percentage points compared with the first half of 2007.
These results reflect solid growth in core banking business in both the domestic market and the markets or Turkey and Southeast Europe and in particular due to: (1) the increase by 7% yoy to €510 million of net profit from operations in Greece, (2) Finansbank contributing 29% of total Group profit with net attributable profit for H1 up 22% yoy, amounting to €238 million, (3) to the impressive growth by 74% yoy to €107 million of net profit of Group units operating in Southeast Europe (SEE), representing 13% of Group profit.
Group net interest income topped 1.729 million, up 20% yoy from €1.443 million in 1H 2007.
Total Group lending reached €61,4 billion in June 2008, an increase of 25% over the €49,3 billion portfolio in June 2007.
Customer deposits grew by 15.5% yoy to €63,9 billion. As a result, our loan-to-deposit ratio stands at 94% compared with 86% in H1 2007.
Operating expenses increased by a mere 4% yoy to €1,078 million in H1 2008 from €1.036 million in H1 2007, despite the aggressive expansion of our network in SEE and Turkey (+193 branches over the past 12 months and+2.300 employees) and higher investment costs resulting from integration of our operations.
Following the issue of \$625 million worth of preference shares in June 2008, the Tier I capital adequacy ratio stands at 9,9% while the Total Capital ratio stands at 10,7%, ranking NBG amongst the Groups with the most robust capital base in Europe and thereby enabling unbroken growth for the Group both in Greece and abroad.
The main sources of uncertainty to the outlook of the Greek economy reflect: (i) the continuation of the slowdown of the eurozone economy, (ii) the persistence of inflationary pressures despite the recent fall in oil prices, and (iii) a potentially broader than currently expected impact of adverse international financial market developments on domestic financing conditions. For 2008 as a whole, GDP is expected to grow, despite its slow-down compared to 2007, at a healthy 3,3%.
In Southeastern Europe and Turkey, the macroeconomic fundamentals are expected to remain strong, led by declining inflation. Tighter fiscal and monetary policies as well as the slow-down of the eurozone economy could have a potential negative effect on the GDP growth rate, which is expected to reach 6,2% for Southestern Europe and 4,3% for Turkey.
The Group's solid H1 performance, particularly in the area of interest income, reflects NBG's solid fundamentals which worked to counterbalance the impact from the international credit crunch, consisting of a strong base to absorb any problems from future uncertainties. The Group, with prudent and profitable growth, combined with ample liquidity and strong capital position, will have the ability to realize its strategic objectives.
Following the resolution of Bank's Annual General Meeting of the Shareholders held on 15 May 2008, the following were approved:
Furthermore, on 26 June 2008, the Board of Directors of the Bank approved the share capital increase by €1,94 million through the issue of 387.970 ordinary shares derived from the exercise of stock options under Program B.
Following the said increases, the total paid-up share capital of the Bank amounted to €2.490.771 thousand divided into a) 496.654.269 ordinary shares of a par value of €5 each, and b) 25.000.000 Non-cumulative Non-voting Redeemable Preference Shares, of a par value of €0,30 each.
On 19 August 2008, the Bank accepted the proposal of FIBA Holdings AS (the sellers) to acquire the remaining shares of Finansbank held by the sellers, as provided for in the shareholders agreement between the Bank and the sellers. The exercise price will be determined based on formulas in accordance with the agreement.
The Bank's Annual General Meeting of the Shareholders held on 17 April 2008, approved an own shares buy-back program pursuant to Article 16 par. 5 et seq. of Companies Act 2190/1920, providing for the purchase, by the Bank, of up to 10% of its total shares from 25 May 2008 through 24 May 2009, at a minimum price of €5 and a maximum of €60 per share.
The Group and the Bank, during the first half of 2008, entered into banking transactions with members of the Board of Directors, the General Managers and the Assistant General Managers of the Bank and the members of the Board of Directors and key management of the other Group companies, as well as with the close members of family and entities controlled or jointly controlled by those individuals, in the normal course of business. Transactions with related parties entered into during the first half of 2008 were not significant and are disclosed in note 12 of the financial statements.
Athens, 28 August 2008 THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER
EFSTRATIOS-GEORGIOS A. ARAPOGLOU
To the Shareholders of the NATIONAL BANK OF GREECE S.A.
We have reviewed the accompanying condensed balance sheet of National Bank of Greece S.A. (the "Bank") and the condensed consolidated balance sheet of the Bank and its subsidiaries (the "Group") as of 30 June 2008 and the related condensed statements of income, changes in equity and cash flows of the Bank and the Group for the six-month period then ended, as well as the selected explanatory notes, which comprise the interim financial information, which is an integral part of the six-month financial report provided by article 5 of Law 3556/2007. Management is responsible for the preparation and presentation of this interim financial information in accordance with International Financial Reporting Standards as adopted by the European Union and apply to interim financial reporting ("IAS 34"). Our responsibility is to express a conclusion on this interim financial information based on our review.
We conducted our review in accordance with International Standard on Review Engagements 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" to which the Greek Auditing Standards refer to. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Greek Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim financial information is not prepared, in all material respects, in accordance with IAS 34.
In addition to the interim financial information above we have reviewed the additional information of the six month financial report provided by article 5 of Law 3556/2007 and the relevant Resolutions of the Capital Markets Commission issued pursuant to the abovementioned Law. Based on our review we concluded that the financial report includes the data and information that is required by the abovementioned Law and Resolutions and is consistent with the accompanying financial information.
Athens, 29 August 2008 The Certified Public Accountant
Nicolaos C. Sofianos Reg. No (ICPA (GR)): 12231 250 – 254 Kifissias Ave., 152 31 Halandri
Deloitte. Hadjipavlou, Sofianos & Cambanis S.A. Assurance & Advisory Services Reg. No (ICPA (GR)): Ε 120
| Income Statement – 6 months | Group | Bank | |||
|---|---|---|---|---|---|
| 6 month period ended | 6 month period ended | ||||
| € 000's | Note | 30.06.2008 | 30.06.2007 | 30.06.2008 | 30.06.2007 |
| Interest & similar income | 3.341.211 | 2.743.217 | 2.019.315 | 1.705.734 | |
| Interest expense & similar charges | (1.611.806) | (1.299.864) | (1.042.335) | (835.126) | |
| Net interest income | 1.729.405 | 1.443.353 | 976.980 | 870.608 | |
| Fee and commission income | 416.473 | 404.554 | 149.698 | 166.559 | |
| Fee and commission expense | (40.059) | (40.221) | (17.222) | (20.574) | |
| Net fee and commission income | 376.414 | 364.333 | 132.476 | 145.985 | |
| Earned premia net of reinsurance | 330.786 | 379.319 | - | - | |
| Net claims incurred | (235.315) | (329.387) | - | - | |
| Earned premia net of claims and commissions | 95.471 | 49.932 | - | - | |
| Net trading income and results from investment securities | 38.308 | 280.659 | (21.345) | 221.812 | |
| Dividend and net other operating income | 38.326 | 95.768 | 79.862 | 33.754 | |
| Total operating income | 2.277.924 | 2.234.045 | 1.167.973 | 1.272.159 | |
| Personnel expenses | (658.469) | (651.865) | (398.995) | (423.582) | |
| General, administrative & other operating expenses | (354.668) | (318.945) | (141.296) | (125.380) | |
| Depreciation, amortisation & impairment charges of fixed assets | (76.073) | (65.068) | (36.434) | (30.706) | |
| Amortisation of intangible assets recognised on business combinations | (13.801) | (12.505) | - | - | |
| Finance charge on put options of minority interests | (7.136) | (7.248) | (7.136) | (7.248) | |
| Impairment losses on loans & advances | (180.490) | (167.013) | (126.513) | (124.969) | |
| Share of profit of associates | 208 | 16.675 | - | - | |
| Profit before tax | 987.495 | 1.028.076 | 457.599 | 560.274 | |
| Tax expense | (162.680) | (136.911) | (74.866) | (55.720) | |
| Profit for the period | 824.815 | 891.165 | 382.733 | 504.554 | |
| Attributable to: | |||||
| Minority interests | 11.259 | 13.460 | - | - | |
| NBG equity shareholders | 813.556 | 877.705 | 382.733 | 504.554 | |
| Earnings per share- Basic | 4 | 1,46 | 1,60 | 0,77 | 1,02 |
| Earnings per share- Diluted | 4 | 1,46 | 1,59 | 0,77 | 1,02 |
7
| Athens, 28 August 2008 | |||
|---|---|---|---|
| THE CHAIRMAN | THE VICE CHAIRMAN AND DEPUTY CHIEF |
THE CHIEF FINANCIAL | THE CHIEF ACCOUNTANT |
| AND CHIEF EXECUTIVE OFFICER | EXECUTIVE OFFICER | AND CHIEF OPERATING OFFICER | |
| EFSTRATIOS-GEORGIOS A. ARAPOGLOU |
IOANNIS G. PECHLIVANIDIS | ANTHIMOS C. THOMOPOULOS | IOANNIS P. KYRIAKOPOULOS |
The notes on pages 13 to 22 form an integral part of these financial statements
| Income Statement – 3 months | Group | Bank | ||
|---|---|---|---|---|
| 3 month period ended | 3 month period ended | |||
| € 000's Note |
30.06.2008 | 30.06.2007 | 30.06.2008 | 30.06.2007 |
| Interest & similar income | 1.685.436 | 1.410.087 | 1.029.176 | 881.807 |
| Interest expense & similar charges | (810.626) | (674.956) | (531.249) | (440.690) |
| Net interest income | 874.810 | 735.131 | 497.927 | 441.117 |
| Fee and commission income | 212.662 | 205.343 | 80.012 | 84.670 |
| Fee and commission expense | (24.184) | (21.793) | (12.270) | (3.754) |
| Net fee and commission income | 188.478 | 183.550 | 67.742 | 80.916 |
| Earned premia net of reinsurance | 175.455 | 196.139 | - | - |
| Net claims incurred | (108.150) | (172.803) | - | - |
| Earned premia net of claims and commissions | 67.305 | 23.336 | - | - |
| Net trading income and results from investment securities | 14.440 | 220.473 | (51.521) | 175.125 |
| Dividend and net other operating income | 16.216 | 39.413 | 29.341 | 27.911 |
| Total operating income | 1.161.249 | 1.201.903 | 543.489 | 725.069 |
| Personnel expenses | (337.485) | (342.902) | (204.799) | (226.992) |
| General, administrative & other operating expenses | (182.810) | (168.544) | (76.268) | (64.293) |
| Depreciation, amortisation & impairment charges of fixed assets | (39.185) | (32.641) | (18.906) | (15.805) |
| Amortisation of intangible assets recognised on business combinations | (6.628) | (6.326) | - | - |
| Finance charge on put options of minority interests | (3.020) | (3.624) | (3.020) | (3.624) |
| Impairment losses on loans & advances | (92.502) | (85.010) | (63.458) | (64.330) |
| Share of profit of associates | 103 | 11.629 | - | - |
| Profit before tax | 499.722 | 574.485 | 177.038 | 350.025 |
| Tax expense | (79.945) | (70.383) | (20.035) | (36.409) |
| Profit for the period | 419.777 | 504.102 | 157.003 | 313.616 |
| Attributable to: | ||||
| Minority interests | 7.286 | 6.907 | - | - |
| NBG equity shareholders | 412.491 | 497.195 | 157.003 | 313.616 |
| Earnings per share- Basic 4 |
0,70 | 0,87 | 0,32 | 0,63 |
| Earnings per share- Diluted 4 |
0,70 | 0,87 | 0,32 | 0,63 |
| Athens, 28 August 2008 |
| THE CHAIRMAN | THE VICE CHAIRMAN AND DEPUTY CHIEF |
THE CHIEF FINANCIAL | THE CHIEF ACCOUNTANT |
|---|---|---|---|
| AND CHIEF EXECUTIVE OFFICER | EXECUTIVE OFFICER | AND CHIEF OPERATING OFFICER | |
| EFSTRATIOS-GEORGIOS A. ARAPOGLOU |
IOANNIS G. PECHLIVANIDIS | ANTHIMOS C. THOMOPOULOS | IOANNIS P. KYRIAKOPOULOS |
| Balance Sheet | Group | Bank | ||||
|---|---|---|---|---|---|---|
| € 000's | Note | 30.06.2008 | 31.12.2007 | 30.06.2008 | 31.12.2007 | |
| ASSETS | ||||||
| Cash and balances with central banks | 3.970.424 | 6.109.648 | 1.886.620 | 4.135.632 | ||
| Treasury bills and other eligible bills | 327.935 | 228.001 | 200.884 | 67.142 | ||
| Due from banks (net) | 2.764.725 | 3.689.849 | 4.485.276 | 4.318.696 | ||
| Financial assets at fair value through P&L | 11.378.558 | 12.139.287 | 10.327.714 | 10.981.488 | ||
| Derivative financial instruments | 918.830 | 394.904 | 782.596 | 331.206 | ||
| Loans and advances to customers (net) | 5 | 59.859.367 | 54.693.204 | 43.584.030 | 39.568.570 | |
| Investment securities | 6.211.842 | 4.626.548 | 4.207.529 | 2.537.345 | ||
| Investment property | 151.417 | 153.628 | - | 160 | ||
| Investments in subsidiaries | - | - | 6.495.028 | 6.434.777 | ||
| Investments in associates | 90.842 | 73.586 | 21.586 | 21.492 | ||
| Goodwill, software & other intangible assets | 6 | 2.669.743 | 2.933.103 | 87.910 | 80.200 | |
| Property & equipment | 7 | 1.941.108 | 1.936.815 | 946.820 | 955.572 | |
| Deferred tax assets | 391.073 | 288.330 | 258.379 | 156.486 | ||
| Insurance related assets and receivables | 763.124 | 789.932 | - | - | ||
| Current income tax advance | 185.854 | 115.986 | 185.854 | 115.986 | ||
| Other assets | 2.799.717 | 2.097.474 | 1.899.228 | 1.354.198 | ||
| Non current assets held for sale | 116.702 | 115.279 | - | - | ||
| Total assets | 94.541.261 | 90.385.574 | 75.369.454 | 71.058.950 | ||
| LIABILITIES | ||||||
| Due to banks | 10.667.895 | 10.373.844 | 8.879.579 | 8.935.585 | ||
| Derivative financial instruments | 975.550 | 1.071.806 | 692.780 | 580.062 | ||
| Due to customers | 8 | 63.914.977 | 60.530.411 | 52.456.615 | 49.259.670 | |
| Debt securities in issue | 2.102.958 | 2.289.735 | - | - | ||
| Other borrowed funds | 1.630.571 | 1.723.046 | 3.403.956 | 3.482.135 | ||
| Insurance related reserves and liabilities | 2.181.159 | 2.167.621 | - | - | ||
| Deferred tax liabilities | 422.779 | 247.473 | 278.939 | 133.731 | ||
| Retirement benefit obligations | 221.321 | 239.382 | 107.662 | 110.540 | ||
| Current income tax liabilities | 17.112 | 37.029 | - | - | ||
| Other liabilities | 3.672.631 | 3.156.757 | 2.471.978 | 2.021.306 | ||
| Liabilities held for sale | 8.273 | 6.535 | - | - | ||
| Total liabilities | 85.815.226 | 81.843.639 | 68.291.509 | 64.523.029 | ||
| SHAREHOLDERS' EQUITY | ||||||
| Share capital | 10 | 2.490.771 | 2.385.992 | 2.490.771 | 2.385.992 | |
| Share premium account | 2.682.084 | 2.292.753 | 2.682.084 | 2.292.753 | ||
| Less: treasury shares | 10 | (25.826) | (21.601) | (21.601) | (21.601) | |
| Reserves and retained earnings | 1.553.935 | 1.813.276 | 1.926.691 | 1.878.777 | ||
| Equity attributable to NBG shareholders | 6.700.964 | 6.470.420 | 7.077.945 | 6.535.921 | ||
| Minority Interest | 507.550 | 507.889 | - | - | ||
| Preferred securities | 1.517.521 | 1.563.626 | - | - | ||
| Total equity | 8.726.035 | 8.541.935 | 7.077.945 | 6.535.921 | ||
| Total equity and liabilities | 94.541.261 | 90.385.574 | 75.369.454 | 71.058.950 | ||
| THE CHAIRMAN | THE VICE CHAIRMAN AND DEPUTY CHIEF |
Athens, 28 August 2008 | THE CHIEF FINANCIAL | THE CHIEF ACCOUNTANT | ||
| AND CHIEF EXECUTIVE OFFICER | EXECUTIVE OFFICER | AND CHIEF OPERATING OFFICER | ||||
| EFSTRATIOS-GEORGIOS | ||||||
| A. ARAPOGLOU | IOANNIS G. PECHLIVANIDIS | ANTHIMOS C. THOMOPOULOS | IOANNIS P. KYRIAKOPOULOS |
The notes on pages 13 to 22 form an integral part of these financial statements
| Minority Reserves & Interest & Treasury Retained Preferred € 000's Share capital Share premium shares earnings Total Total securities Ordinary Preference Ordinary Preference shares shares shares shares At 1 January 2007 2.376.436 - 2.263.725 - (26.826) 1.983.890 6.597.225 2.235.679 8.832.904 Movement in the available for sale securities reserve, net of tax - - - - - 3.319 3.319 (5.418) (2.099) Currency translation differences - - - - - 181.462 181.462 (2.226) 179.236 Profit/(loss) recognised directly in equity - - - - - 184.781 184.781 (7.644) 177.137 Net profit/(loss) for the period - - - - - 877.705 877.705 13.460 891.165 Total - - - - - 1.062.486 1.062.486 5.816 1.068.302 Dividends to preferred securities - - - - - (90.501) (90.501) - (90.501) Dividends to equity shareholders - - - - - (474.608) (474.608) - (474.608) Share based payments - - - - - 8.560 8.560 - 8.560 Acquisitions, disposals & share capital increase of subsidiaries/associates - - - - - (1.297.948) (1.297.948) (468.921) (1.766.869) Purchases/ disposals of treasury shares & preferred securities - - - - 6.851 7.706 14.557 - 14.557 Balance at 30 June 2007 2.376.436 - 2.263.725 - (19.975) 1.199.585 5.819.771 1.772.574 Movements from 1.07.2007 to 31.12.2007 9.556 - 29.028 - (1.626) 613.691 650.649 298.941 949.590 Balance at 31 December 2007 and At 1 January 2008 2.385.992 - 2.292.753 - (21.601) 1.813.276 6.470.420 2.071.515 Movement in the available for sale securities reserve, net of tax - - - - - (194.812) (194.812) (155) (194.967) Currency translation differences - - - - - (437.507) (437.507) (54.648) (492.155) Cash flow hedge - - - - - 1.520 1.520 - Net investment hedge - - - - - (63.107) (63.107) - (63.107) Profit/(loss) recognised directly in equity - - - - - (693.906) (693.906) (54.803) (748.709) Net profit/(loss) for the period - - - - - 813.556 813.556 11.259 Total - - - - - 119.650 119.650 (43.544) Share capital increase 95.339 7.500 - 395.138 - (95.339) 402.638 - Share capital issue costs - - (161) (12.288) - - (12.449) - (12.449) Stock options exercised 1.940 - 6.642 - - - 8.582 - Dividends to preferred securities - - - - - (89.000) (89.000) - (89.000) Dividends to ordinary shareholders - - - - - (190.651) (190.651) - (190.651) Share based payments - - - - - 11.199 11.199 - Acquisitions, disposals & share capital increase of subsidiaries/associates - - - - - (10.652) (10.652) (2.900) (13.552) Purchases/ disposals of treasury shares & preferred securities - - - - (4.225) (4.548) (8.773) - (8.773) Balance at 30 June 2008 2.483.271 7.500 2.299.234 382.850 (25.826) 1.553.935 6.700.964 2.025.071 |
Group | Attributable to equity holders of the parent company | ||||
|---|---|---|---|---|---|---|
| 7.592.345 | ||||||
| 8.541.935 | ||||||
| 1.520 | ||||||
| 824.815 | ||||||
| 76.106 | ||||||
| 402.638 | ||||||
| 8.582 | ||||||
| 11.199 | ||||||
| 8.726.035 |
| Treasury | Reserves & | ||||||
|---|---|---|---|---|---|---|---|
| € 000's | Share capital | Share premium | shares | Retained earnings |
Total | ||
| Ordinary shares |
Preference shares |
Ordinary shares |
Preference shares |
||||
| At 1 January 2007 | 2.376.436 | - | 2.263.725 | - | (4.490) | 1.482.877 | 6.118.548 |
| Movement in the available for sale securities reserve, net of tax |
- | - | - | - | - | 1.559 | 1.559 |
| Currency translation differences | - | - | - | - | - | 266 | 266 |
| Profit/(loss) recognised directly in equity | - | - | - | - | - | 1.825 | 1.825 |
| Net profit/(loss) for the period | - | - | - | - | - | 504.554 | 504.554 |
| Total | - | - | - | - | - | 506.379 | 506.379 |
| Dividends to equity shareholders | - | - | - | - | - | (475.287) | (475.287) |
| Cash flow hedge accounting | - | - | - | - | - | (3.383) | (3.383) |
| Share based payments | - | - | - | - | - | 8.560 | 8.560 |
| Merger of subsidiary | - | - | (42.940) | (42.940) | |||
| Purchases/ disposals of treasury shares | - | - | - | - | 4.490 | 3.584 | 8.074 |
| Balance at 30 June 2007 | 2.376.436 | - | 2.263.725 | - | - | 1.479.790 | 6.119.951 |
| Movements from 01.07.2007 to 31.12.2007 | 9.556 | - | 29.028 | - | (21.601) | 398.987 | 415.970 |
| Balance at 31 December 2007/ At 1 January 2008 | 2.385.992 | - | 2.292.753 | - | (21.601) | 1.878.777 | 6.535.921 |
| Movement in the available for sale securities reserve, net of tax |
- | - | - | - | - | (61.052) | (61.052) |
| Currency translation differences | - | - | - | - | - | (469) | (469) |
| Cash flow hedge | - | - | - | - | - | 1.520 | 1.520 |
| Profit/(loss) recognised directly in equity | - | - | - | - | - | (60.001) | (60.001) |
| Net profit/(loss) for the period | - | - | - | - | - | 382.733 | 382.733 |
| Total | - | - | - | - | - | 322.732 | 322.732 |
| Share capital increase | 95.339 | 7.500 | - | 395.138 | - | (95.339) | 402.638 |
| Share capital issue costs | - | - | (161) | (12.288) | - | - | (12.449) |
| Stock options exercised | 1.940 | - | 6.642 | - | - | - | 8.582 |
| Dividends to ordinary shareholders | - | - | - | - | - | (190.678) | (190.678) |
| Share based payments | - | - | - | - | - | 11.199 | 11.199 |
| Balance at 30 June 2008 | 2.483.271 | 7.500 2.299.234 | 382.850 | (21.601) | 1.926.691 | 7.077.945 |
| Cash Flow Statement | Group | Bank | ||
|---|---|---|---|---|
| 6 month period ended | 6 month period ended | |||
| € 000's Note |
30.06.2008 | 30.06.2007 | 30.06.2008 | 30.06.2007 |
| Cash flows from operating activities | ||||
| Profit for the period | 824.815 | 891.165 | 382.733 | 504.554 |
| Non-cash items included in profit and other adjustments | 324.260 | 119.605 | 137.184 | 46.854 |
| Net (increase) / decrease in operating assets | (2.594.355) | (669.042) | (1.549.979) | 442.458 |
| Net increase / (decrease) in operating liabilities | 482.472 | 532.252 | 407.960 | (84.090) |
| Net cash flow from/(used in) operating activities | (962.808) | 873.980 | (622.102) | 909.776 |
| Cash flows from investing activities | ||||
| Net cash from / (used in) investing activities | (2.249.873) | (2.205.331) | (1.872.171) | (1.537.967) |
| Cash flows from financing activities | ||||
| Net cash from / (used in) financing activities | (115.121) | 193.056 | 187.926 | 242.274 |
| Effect of foreign exchange rate changes on cash and cash equivalents | (126.334) | 176.813 | (14.535) | 46.193 |
| Net increase/(decrease) in cash and cash equivalents | (3.454.136) | (961.482) | (2.320.882) | (339.724) |
| Cash and cash equivalents at beginning of period | 6.164.920 | 4.943.481 | 5.456.449 | 3.597.115 |
| Cash and cash equivalents at end of period | 2.710.784 | 3.981.999 | 3.135.567 | 3.257.391 |
ational Bank of Greece S.A. (hereinafter the "Bank") was founded in 1841 and has been listed on the Athens Exchange ("Athex") since 1880. The Bank has further listings in the New York Stock Exchange (since 1999), and in other major European stock exchanges. The Bank's headquarters are located at 86 Eolou Street, Athens Greece, (Reg. 6062/06/B/86/01), 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 N
abroad. In its 167 years of operation the Bank has expanded on its commercial banking business by entering into related business areas. National Bank of Greece and its subsidiaries (hereinafter the "Group") provide a wide range of financial services including retail and commercial banking, asset management, brokerage, investment banking, insurance and real estate on a global level. The Group operates primarily in Greece, but also has operations in UK, SE Europe, Cyprus, Egypt, South Africa and Turkey.
| Executive Members | |
|---|---|
| Efstratios (Takis) - Georgios A. Arapoglou | Chairman - Chief Executive Officer |
| Ioannis G. Pechlivanidis | Vice Chairman - Deputy Chief Executive Officer |
| Non-Executive Members | |
| Achilleas D. Mylonopoulos | Employees' representative |
| Ioannis P. Panagopoulos | Employees' representative |
| Ioannis C. Yiannidis | Professor, University of Athens Law School & Legal Counsellor |
| George Z. Lanaras | Shipowner |
| Stefanos G. Pantzopoulos | Business Consultant, former Certified Auditor |
| Independent Non-Executive Members | |
| H.E. the Metropolitan of Ioannina Theoklitos | |
| Stefanos C. Vavalidis | Member of the Board of Directors, European Bank for Reconstruction & Development |
| Dimitrios A. Daskalopoulos | Chairman of Hellenic Federation of Enterprises |
| Nikolaos D. Efthymiou | Chairman, Association of Greek Shipowners |
| Constantinos D. Pilarinos | Economist |
| Drakoulis K. Fountoukakos - Kyriakakos | Entrepreneur, Chairman, KEME of Hellenic Chamber of Commerce |
| George I. Mergos | Professor, University of Athens and Governor of IKA (Social Security Fund) |
| Ploutarhos K. Sakellaris | Professor, University of Athens and Chairman, Council of Economic Advisors |
| *On 28 August 2008, Mr Panagiotis Drosos was elected as a member of the Board following the resignation of Mr Ploutarhos K. Sakellaris | |
| on 1 August 2008 |
Directors are elected by the shareholders at their general meeting for a term of three years and may be re-elected. The term of the above members expires in 2010 following their election by the shareholders' general meeting on 25 May 2007.
These financial statements have been approved for issue by the Bank's Board of Directors on 28 August 2008.
he Condensed Consolidated and Bank Interim Financial Statements as at and for the six month period ended 30 June 2008 (the "interim financial statements") have been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting". When necessary, comparative figures have been adjusted to conform with changes in presentation in the current period. T
The interim financial statements include selected explanatory notes and they do not include all the information required for full annual financial statements. Therefore, the interim financial statements should be read in conjunction with the annual Consolidated and Bank financial statements as at and for the year ended 31 December 2007. The amounts are stated in Euro, rounded to the nearest thousand (unless otherwise stated).
In preparing these interim financial statements, the significant estimates, judgements and assumptions made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the annual consolidated and Bank financial statements as at and for the year ended 31 December 2007.
NBG Group manages its business through the following business segments:
Retail banking includes all individual customers of the Group, professionals, small-medium and small sized companies (companies with annual turnover of up to €2,5 million). The Bank, through its extended network of branches, offers to its retail customers various types of deposit and investment products as well as a wide range of traditional services and products.
Corporate & Investment banking includes lending to all large and medium-sized companies, shipping finance 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.
Global Markets and Asset management includes all treasury activities, private banking, asset management (mutual funds and closed end funds), custody services, private equity and brokerage.
The Group offers a wide range of insurance products through its subsidiary company, Ethniki Hellenic General Insurance Company and its subsidiaries in Greece, SE Europe, Cyprus and Turkey.
The Group's international banking activities, except Turkish operations, include a wide range of traditional commercial banking services, such as extensions of 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.
14
The Group's banking activities in Turkey, represented by Finansbank and its subsidiaries, include a wide range of traditional commercial banking services, such as extensions of commercial and retail credit, trade financing, foreign exchange and taking of deposits.
Includes proprietary real estate management, hotel and warehousing business as well as unallocated income and expense of the Group (interest expense of subordinate debt, loans to NBG personnel, etc).
| 6-month period ended | Corporate & | Global markets | ||||||
|---|---|---|---|---|---|---|---|---|
| 30 June 2008 | Retail | Investment | & Asset | Inter | Turkish | |||
| Banking | Banking | Management | Insurance | national | Operations | Other | Group | |
| Net interest income | 842.911 | 177.612 | 55.736 | 18.982 | 232.870 | 433.485 | (32.191) | 1.729.405 |
| Net fee and commission income | 85.622 | 35.106 | 65.275 | 154 | 50.983 | 139.533 | (259) | 376.414 |
| Other | 16.150 | (44.535) | 42.860 | 91.967 | 18.280 | (1.372) | 48.755 | 172.105 |
| Total operating income | 944.683 | 168.183 | 163.871 | 111.103 | 302.133 | 571.646 | 16.305 | 2.277.924 |
| Direct costs | (295.581) | (18.968) | (39.822) | (82.152) | (145.619) | (269.564) | (77.867) | (929.573) |
| Allocated costs and provisions | (258.839) | (36.512) | (9.189) | (233) | (30.146) | (29.144) | 2.999 | (361.064) |
| Share of profit of associates | - | - | (30) | 273 | 155 | - | (190) | 208 |
| Profit before tax | 390.263 | 112.703 | 114.830 | 28.991 | 126.523 | 272.938 | (58.753) | 987.495 |
| Tax expense | (162.680) | |||||||
| Profit for the period | 824.815 | |||||||
| Minority interest | (11.259) | |||||||
| Profit attributable to NBG shareholders | 813.556 | |||||||
| Other Segment items Depreciation, amortisation & impairment charges |
9.363 | 450 | 1.647 | 4.818 | 13.572 | 18.834 | 41.190 | 89.874 |
| Provision for loans impairment & advances | 118.316 | 16.549 | - | - | 24.346 | 29.144 | (7.865) | 180.490 |
| 6-month period ended | Corporate & | Global markets | ||||||
|---|---|---|---|---|---|---|---|---|
| 30 June 2007 | Retail | Investment | & Asset | Inter | Turkish | |||
| Banking | Banking | Management | Insurance | national | Operations | Other | Group | |
| Net interest income | 827.860 | 147.922 | 41.837 | 17.339 | 151.644 | 350.349 | (93.598) | 1.443.353 |
| Net fee and commission income | 96.371 | 33.021 | 74.317 | 2.416 | 46.554 | 112.593 | (939) | 364.333 |
| Other | 15.114 | (29.872) | 118.439 | 75.580 | 17.783 | 82.201 | 147.114 | 426.359 |
| Total operating income | 939.345 | 151.071 | 234.593 | 95.335 | 215.981 | 545.143 | 52.577 | 2.234.045 |
| Direct costs | (302.746) | (21.743) | (30.655) | (79.197) | (124.738) | (227.446) | (96.420) | (882.945) |
| Allocated costs and provisions | (249.704) | (33.909) | (8.815) | (235) | (28.650) | (15.708) | (2.678) | (339.699) |
| Share of profit of associates | - | - | (78) | 194 | 98 | - | 16.461 | 16.675 |
| Profit before tax | 386.895 | 95.419 | 195.045 | 16.097 | 62.691 | 301.989 | (30.060) | 1.028.076 |
| Tax expense | (136.911) | |||||||
| Profit for the period | 891.165 | |||||||
| Minority interest | (13.460) | |||||||
| Profit attributable to NBG shareholders | 877.705 | |||||||
| Other Segment items | ||||||||
| Depreciation, amortisation & impairment | ||||||||
| charges | 9.563 | 252 | 1.059 | 5.104 | 12.845 | 13.606 | 35.144 | 77.573 |
| Provision for loans impairment & advances | 118.821 | 16.777 | - | - | 24.562 | 15.708 | (8.855) | 167.013 |
| NOTE 4: Earnings per share |
Group | Bank | |||
|---|---|---|---|---|---|
| 30.06.2008 | 30.06.2007 | 30.06.2008 | 30.06.2007 | ||
| Net profit attributable to equity holders of the parent | 813.556 | 877.705 | 382.733 | 504.554 | |
| Less: dividends paid to preferred securities | (89.000) | (90.501) | - | - | |
| Net profit attributable to NBG ordinary shareholders | 724.556 | 787.204 | 382.733 | 504.554 | |
| Weighted average number of ordinary shares outstanding | 495.709.294 | 493.434.113 | 495.828.460 | 494.077.353 | |
| Weighted average number of ordinary shares outstanding for basic EPS | 495.709.294 | 493.434.113 | 495.828.460 | 494.077.353 | |
| Potential dilutive ordinary shares under stock options | 1.534.518 | 1.104.200 | 1.534.518 | 1.104.200 | |
| Weighted average number of ordinary shares for dilutive EPS | 497.243.812 | 494.538.313 | 497.362.978 | 495.181.553 | |
| Earnings per share - Basic | € 1,46 | €1,60 | €0,77 | €1,02 | |
| Earnings per share - Diluted | € 1,46 | €1,59 | €0,77 | €1,02 |
The potential dilutive ordinary shares result from the Bank's stock option plans. The weighted average number of ordinary shares in calculating the basic earnings per share has been increased by the amount of 1.534.518 potential dilutive ordinary shares to arrive at the weighted average number of ordinary shares for calculating the diluted earnings per share.
The weighted average number of ordinary shares outstanding for both basic and diluted EPS has been adjusted to incorporate the shares issued as described in Note 10 from the beginning of the earliest period presented.
| NOTE 5: Loans & advances to customers (net) |
Group | Bank |
|---|---|---|
| ------------------------------------------------ | ------- | ------ |
| 30.06.2008 | 31.12.2007 | 30.06.2008 | 31.12.2007 | |
|---|---|---|---|---|
| Mortgages | 20.639.906 | 19.290.148 | 17.668.272 | 16.500.230 |
| Consumer loans | 7.273.071 | 6.422.789 | 4.543.723 | 4.072.811 |
| Credit cards | 3.526.167 | 3.250.743 | 1.685.054 | 1.563.028 |
| Small business lending | 4.786.105 | 3.797.699 | 3.741.923 | 3.586.232 |
| Retail lending | 36.225.249 | 32.761.379 | 27.638.972 | 25.722.301 |
| Corporate lending | 25.158.127 | 23.490.317 | 16.852.770 | 14.744.472 |
| Total | 61.383.376 | 56.251.696 | 44.491.742 | 40.466.773 |
| Less: Allowance for impairment on loans & advances to customers | (1.524.009) | (1.558.492) | (907.712) | (898.203) |
| Total | 59.859.367 | 54.693.204 | 43.584.030 | 39.568.570 |
The reduction in the net book value of goodwill, software and other intangibles assets account is mainly due to the foreign exchange differences arisen from the translation of Finansbank goodwill and other intangible assets recognised upon acquisition from TRY to Euro and amounted to €(272) million.
The Group's additions to goodwill, software and other intangible assets during the period amounted to €45.029 whereas the net disposals and write offs amounted to €(5.447), while the corresponding figures for the Bank, are €17.086 and NIL respectively.
The Group's additions to the property and equipment during the period amounted to €111.907 whereas the net disposals and write offs amounted to €(25.719).
The Bank's additions to the property and equipment during the period amounted to €36.343 whereas the net disposals and write offs amounted to €(17.627).
| NOTE 8: Due to customers |
Group | Bank | |||
|---|---|---|---|---|---|
| 30.06.2008 | 31.12.2007 | 30.06.2008 | 31.12.2007 | ||
| Deposits: | |||||
| Individuals | 49.673.123 | 46.534.844 | 42.209.757 | 39.370.563 | |
| Corporates | 10.702.404 | 11.190.529 | 7.039.862 | 7.201.764 | |
| Government and agencies | 2.648.310 | 2.150.001 | 2.464.420 | 2.047.732 | |
| Total deposits | 63.023.837 | 59.875.374 | 51.714.039 | 48.620.059 | |
| Securities sold to customers under agreements to repurchase | 109.672 | 72.856 | 115.271 | 131.789 | |
| Other | 781.468 | 582.181 | 627.305 | 507.822 | |
| Total | 63.914.977 | 60.530.411 | 52.456.615 | 49.259.670 |
The Group is a defendant in certain claims and legal actions arising in the ordinary course of business. In the opinion of management, after consultation with legal counsel, the ultimate disposition of these matters is not expected to have a material adverse effect on the consolidated financial position of the Group.
The tax authorities have not yet audited all subsidiaries for certain financial years and accordingly their tax obligations for those years may not be considered final. Τaxes may be imposed as a result of such tax audits; although the amount cannot be determined at present, it is not expected to have a material effect on Group's net assets. The Bank has been audited by the tax authorities up to 2004 inclusive.
In the normal course of business, the Group enters into a number of contractual commitments on behalf of its customers and is a party to financial instruments with off-balance sheet risk to meet the financing needs of its customers. These contractual commitments consist of commitments to extend credit, commercial letters of credit and standby letters of credit and guarantees. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of the conditions established in the contract. Commercial letters of credit ensure payment by a bank to a third party for a customer's foreign or domestic trade transactions, generally to finance a commercial contract for the shipment of goods. Standby letters of credit and financial guarantees are conditional commitments issued by the Group to guarantee the performance of a customer to a third party. All of these arrangements are related to the normal lending activities of the Group. The Group's exposure to credit loss in the event of non-performance by the other party to the financial instrument for commitments to extend credit and commercial and standby letters of credit is represented by the contractual notional amount of those instruments. The Group uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.
| Capital Commitments | Group | Bank | |||
|---|---|---|---|---|---|
| 30.06.2008 | 31.12.2007 | 30.06.2008 | 31.12.2007 | ||
| Commitments to extend credits | 20.610.686 | 19.230.956 | 16.599.439 | 14.884.889 | |
| Standby letters of credit and financial guarantees written | 6.790.105 | 6.550.513 | 3.952.677 | 3.779.326 | |
| Commercial letters of credit | 928.407 | 857.967 | 144.481 | 130.219 | |
| Total | 28.329.198 | 26.639.436 | 20.696.597 | 18.794.434 | |
| d. Assets pledged | |||||
| Assets pledged as collaterals | 3.426.247 | 3.443.360 | 3.086.460 | 2.755.558 | |
| e. Operating lease commitments |
| 62.172 |
|---|
| 63.185 |
| 20.449 |
The total number of ordinary shares as at 30 June 2008 and 31 December 2007 was 496.654.269 and 477.198.461 respectively with a nominal value of €5 per share.
Following the resolution of the Bank's Annual General Meeting of the Shareholders held on 15 May 2008, the Bank issued 19.067.838 new shares with a nominal value of €5 per share to existing shareholders without payment, instead of additional €1 dividend for the year 2007, at a ratio of four new shares for every one hundred shares owned.
On 26 June 2008, the Board of Directors of the Bank approved the share capital increase by €1.940 through the issue of 387.970 ordinary shares derived from the exercise of stock options under Program B.
After the share capital increases the ordinary share capital amounts to €2.483.271 and divided to 496.654.269 shares.
On 6 June 2008, following the resolution of the Bank's Annual General Meeting of the Shareholders held on 15 May 2008 which approved the issue of redeemable preference shares of up to €1,5 billion, the Board o f Directors of the Bank issued 25.000.000 Noncumulative Non-voting Redeemable Preference Shares, which were offered in the form of American Depositary Shares in the United States, at a price of USD25 per preference share (equivalent to €16,11). The total proceeds of the offering amounted to USD625 million or €402,7 million. The annual dividend rate is set to USD2,25 per Preference Share.
The American Depositary Shares are evidenced by American Depositary Receipts and are listed on the New York Stock Exchange.
Following the said increase, the total paid-up share capital of the Bank amounted to €2.490.771 divided into a) 496.654.269 ordinary shares of a par value of €5 each, and b) 25.000.000 Noncumulative Non-voting Redeemable Preference Shares, of a par value of €0,30 each.
The Bank's annual ordinary general meeting of its shareholders held on 17 April 2008 approved the distribution of a €1,4 dividend per share for the financial year 2007. Entitled to the dividend were the holders of Bank's shares as at the closing of the Athex session of 15 May 2008. As of 16 May 2008, the Bank's shares are traded ex-2007 dividend.
At 30 June 2008, the Bank and certain subsidiaries held 645.291 NBG shares as part of their investment activity representing 0,13% of the issued share capital (31 December 2007: 0,11% of the issued share capital).
Furthermore, the Bank's Annual General Meeting of the Shareholders held on 17 April 2008, approved an own shares buyback program pursuant to Article 16 par. 5 et seq. of Companies Act 2190/1920, providing for the purchase, by the Bank, of up to 10% of its total shares from 25 May 2008 through 24 May 2009, at a minimum price of €5 and a maximum of €60 per share.
| Group | Bank | |||
|---|---|---|---|---|
| No of shares | €'000s | No of shares | €'000s | |
| At 1 January 2007 Acquisition of |
882.560 | 26.826 | 135.000 | 4.490 |
| subsidiary | 5.110 | 202 | - | - |
| Purchases | 1.758.970 | 71.117 | 448.110 | 16.992 |
| Sales | (1.975.491) | (78.170) | (583.110) | (21.482) |
| At 30 June 2007 | 671.149 | 19.975 | - | - |
| Movement from | ||||
| 01.07.2007 to | ||||
| 31.12.2007 | (168.649) | 1.626 | 502.500 | 21.601 |
| At 31 December 2007 | 502.500 | 21.601 | 502.500 | 21.601 |
| Purchases | 2.133.689 | 75.964 | - | - |
| Sales | (1.990.898) | (71.739) | - | - |
| At 30 June 2008 | 645.291 | 25.826 | 502.500 | 21.601 |
In accordance with the resolution of the Bank's general meeting of its shareholders held on 15 May 2008 the amount of €0,40 was paid in cash while for the remaining €1, the shareholders received new shares without payment at a ratio of four new shares for every one hundred shares owned.
The nature of the related party relationships for those related parties with whom the Group entered into significant transactions or had significant balances outstanding at 30 June 2008 and 31 December 2007 are presented below. Transactions were entered into with related parties during the course of business at market rates.
The Group and the Bank entered into banking transactions with members of the Board of Directors, the General Managers and the Assistant General Managers of the Bank and the members of the Board of Directors and key management of the other Group companies, as well as with the close members of family and entities controlled or jointly controlled by those individuals, in the normal course of business. The list of the members of the Board of Directors of the Bank is shown under Note 1 General Information.
As at 30 June 2008, loans, deposits, other payables and letters of guarantee, at Group level, amounted to €33 million, €199 million, €1 million and €20 million respectively (31 December 2007: €43 million, €326 million, €2 million and €33 million respectively), whereas the corresponding figures at the Bank level amounted to €14 million, €137 million, €NIL and €NIL respectively (31 December 2007: €13 million, €138 million, €NIL and €NIL respectively).
Total compensation to related parties amounted to €13,1 million (30 June 2007: €11,5 million) for the Group and to €4,1 million (30 June 2007: €2,6 million) for the Bank. Compensation includes salaries and other short-term benefits of €11,4 million, post employment benefits of €1,6 million, as well as termination benefits of €0,1 million for the Group, and salaries and other short-term benefits of €3,4 million and post employment and other long-term benefits of €0,7 million for the Bank.
Transactions and balances between the Bank, its subsidiaries and associated companies are set out in the table below. At a Group level, only transactions with associated companies are included, as transactions and balances with subsidiaries are eliminated on consolidation.
| 30.06.2008 | 31.12.2007 | 30.06.2008 | 31.12.2007 | ||
|---|---|---|---|---|---|
| Assets Loans and advances to customers |
30.256 | 44.768 | 5.095.958 | 4.049.838 | 19 |
| Liabilities | |||||
| Due to customers | 12.447 | 22.950 | 4.568.553 | 4.966.156 | |
| Letters of guarantee, contingent liabilities and other off balance sheet accounts | 45.908 | 49.804 | 195.663 | 154.537 | |
| 6 month period ended | 6 month period ended | ||||
| 30.06.2008 | 30.06.2007 | 30.06.2008 | 30.06.2007 | ||
| Income Statement | |||||
| Interest and commission income | 1.136 | 1.518 | 99.155 | 73.287 | |
| Interest and commission expense | 1.932 | 3.448 | 147.536 | 128.654 |
On 3 January 2008, the General Meetings of the Shareholders of Vojvodjanska Bank and NBG A.D. Beograd approved the merger of the two banks through the absorption of the second by the first. The merger was approved by the Central Bank of Serbia on 5 February 2008 and was completed on 14 February 2008.
In February 2008 the Bank established two wholly owned subsidiary companies, NBG Finance (Dollar) and NBG Finance (Sterling).
On 21 April 2008, the Bank acquired 7.340.000 shares in the Greek Postal Savings Bank (PSB) via the Athex at a price of €13,25 per share. The shares acquired correspond to a 5,16% shareholding in PSB. Together with the 816.000 PSB shares (0,57% of PSB share capital) already owned by NBG, NBG's total shareholding in PSB has increased to 5,73%.
On 26 June 2008 the Board of Directors of the Bank and P&K Investment Services S.A. decided the merger of the two companies through absorption of the latter by the Bank. The date of the Merger Balance Sheets has been set as 30 June 2008. The Bank holds 100% of P&K Investment Services S.A. shares and therefore the Bank's share capital will not increase following the completion of the merger.
From 1 January 2008 onwards the capital adequacy ratios are calculated in accordance with the Basel II provisions. The Group and the Bank ratios for capital adequacy purposes are well above the minimum required by the Bank of Greece as stipulated in the Governor's Act.
20
| Group | Bank | |||
|---|---|---|---|---|
| 30.06.2008 | 31.12.2007 | 30.06.2008 | 31.12.2007 | |
| Capital: | Basel II | Basel I | Basel II | Basel I |
| Upper Tier I capital | 6.896 | 6.749 | 7.102 | 6.351 |
| Lower Tier I capital | 1.632 | 1.190 | - | - |
| Deductions | (2.694) | (3.058) | (103) | (201) |
| Tier I capital | 5.834 | 4.881 | 6.999 | 6.150 |
| Upper Tier II capital | 225 | 335 | 1.418 | 1.470 |
| Lower Tier II capital | 316 | 340 | 174 | 178 |
| Deductions | (56) | (129) | (539) | (529) |
| Total capital | 6.319 | 5.427 | 8.052 | 7.269 |
| Total risk weighted assets | 58.912 | 52.961 | 41.437 | 42.535 |
| - | - | |||
| Ratios: | - | - | ||
| Tier I | 9,9% | 9,2% | 16,9% | 14,5% |
| Total | 10,7% | 10,2% | 19,4% | 17,1% |
| NOTE 15: Group Companies |
Group % | Bank % | ||||
|---|---|---|---|---|---|---|
| 30.06.2008 | 31.12.2007 | 30.06.2008 | 31.12.2007 | |||
| National P&K Securities S.A. | Greece | 100,00% | 100,00% | 59,32% | 59,32% | |
| Ethniki Kefalaiou S.A. | Greece | 100,00% | 100,00% | 100,00% | 100,00% | |
| NBG Asset Management Mutual Funds S.A. | Greece | 100,00% | 100,00% | 81,00% | 81,00% | |
| Ethniki Leasing S.A. | Greece | 100,00% | 100,00% | 93,33% | 93,33% | |
| National Mutual Fund Management S.A. | Greece | 100,00% | 100,00% | 100,00% | 100,00% | |
| Pronomiouhos S.A. Genikon Apothikon Hellados | Greece | 100,00% | 100,00% | 100,00% | 100,00% | |
| NBG Bancassurance S.A. | Greece | 100,00% | 100,00% | 99,70% | 99,70% | |
| Innovative Ventures S.A. (I-Ven) | Greece | 100,00% | 100,00% | - | - | |
| Ethniki Hellenic General Insurance S.A. | Greece | 100,00% | 100,00% | 100,00% | 100,00% | |
| ASTIR Palace Vouliagmenis S.A. | Greece | 78,06% | 78,06% | 78,06% | 78,06% | |
| Grand Hotel Summer Palace S.A. | Greece | 100,00% | 100,00% | 100,00% | 100,00% | |
| NBG Training Center S.A. | Greece | 100,00% | 100,00% | 100,00% | 100,00% | |
| Εthnodata S.A. | Greece | 100,00% | 100,00% | 100,00% | 100,00% | |
| ΚΑDΜΟS S.A. | Greece | 100,00% | 100,00% | 100,00% | 100,00% | |
| DIONYSOS S.A. | Greece | 99,91% | 99,91% | 99,91% | 99,91% | |
| EKTENEPOL Construction Company S.A. | Greece | 100,00% | 100,00% | 100,00% | 100,00% | |
| Mortgage, Touristic PROTYPOS S.A. | Greece | 100,00% | 100,00% | 100,00% | 100,00% | |
| Hellenic Touristic Constructions S.A. | Greece | 77,76% | 77,76% | 77,76% | 77,76% | |
| Ethnoplan S.A. | Greece | 100,00% | 100,00% | - | - | |
| Ethniki Ktimatikis Ekmetalefsis S.A. | Greece | 100,00% | 100,00% | 100,00% | 100,00% | |
| Audatex Hellas S.A. | Greece | 70,00% | 70,00% | - | - | |
| National Insurance Brokerage S.A. | Greece | 95,00% | 95,00% | - | - | |
| P&K S.A. | Greece | 100,00% | 100,00% | 100,00% | 100,00% | |
| Finansbank A.S.(*) | Turkey | 99,73% | 99,57% | 91,83% | 91,67% | |
| Finans Finansal Kiralama A.S. (Finans Leasing) (*) | Turkey | 61,64% | 61,55% | 2,55% | 2,55% | |
| Finans Yatirim Menkul Degerler A.S. (Finans Invest) (*) | Turkey | 99,63% | 99,48% | 0,20% | 0,20% | |
| Finans Portfoy Yonetimi A.S. (Finans Portfolio Management) (*) | Turkey | 99,63% | 99,48% | 0,01% | 0,01% | |
| Finans Yatirim Ortakligi A.S. (Finans Investment Trust) (*) | Turkey | 86,21% | 80,97% | 5,30% | 5,30% | |
| IBTech Uluslararasi Bilisim Ve Iletisim Teknolojileri A.S. (IB Tech) (*) | Turkey | 99,30% | 98,58% | - | - | |
| Finans Emeklilik ve Hayat A.S. (Finans Pension) | Turkey | 99,73% | 99,57% | - | - | |
| Finans Malta Holdings Ltd (*) | Malta | 99,73% | 99,57% | - | - | |
| Finansbank Malta Ltd (*) | Malta | 99,73% | 99,57% | - | - | |
| United Bulgarian Bank A.D. - Sofia (UBB) | Bulgaria | 99,91% | 99,91% | 99,91% | 99,91% | |
| UBB Asset Management | Bulgaria | 99,92% | 99,92% | - | - | |
| UBB Insurance Broker | Bulgaria | 99,93% | 99,93% | - | - | |
| Interlease E.A.D., Sofia | Bulgaria | 100,00% | 100,00% | 100,00% | 100,00% | |
| Interlease Auto E.A.D. | Bulgaria | 100,00% | 100,00% | - | - | |
| ETEBA Bulgaria A.D., Sofia | Bulgaria | 100,00% | 100,00% | 92,00% | 92,00% | |
| ETEBA Romania S.A. | Romania | 100,00% | 100,00% | 100,00% | 100,00% | |
| Banca Romaneasca S.A. (*) | Romania | 99,05% | 98,88% | 99,05% | 98,88% | |
| Eurial Leasing S.A. | Romania | 70,00% | 70,00% | 70,00% | 70,00% | |
| S.C. Garanta Asigurari S.A. | Romania | 94,96% | 94,96% | - | - | |
| Vojvodjanska Banka a.d. Novi Sad National Bank of Greece a.d. Beograd |
Serbia Serbia |
100,00% - |
100,00% 100,00% |
100,00% - |
100,00% 100,00% |
|
| NBG Leasing d.o.o. Belgrade | Serbia | 100,00% | 100,00% | 100,00% | 100,00% | |
| NBG Services d.o.o. Belgrade | Serbia | 100,00% | 100,00% | - | - | |
| Stopanska Banka A.D.-Skopje (*) | F.Y.R.O.M. | 94,64% | 94,64% | 94,64% | 94,64% | |
| NBG Greek Fund Ltd | Cyprus | 100,00% | 100,00% | 100,00% | 100,00% | |
| ETEBA Emerging Markets Fund Ltd | Cyprus | 100,00% | 100,00% | 100,00% | 100,00% | |
| ETEBA Estate Fund Ltd | Cyprus | 100,00% | 100,00% | 100,00% | 100,00% | |
| ETEBA Venture Capital Management Co Ltd | Cyprus | 100,00% | 100,00% | 100,00% | 100,00% | |
| National Bank of Greece (Cyprus) Ltd | Cyprus | 100,00% | 100,00% | 100,00% | 100,00% | |
| National Securities Co (Cyprus) Ltd | Cyprus | 100,00% | 100,00% | - | - | |
| NBG Management Services Ltd | Cyprus | 100,00% | 100,00% | 100,00% | 100,00% | |
| Ethniki Insurance (Cyprus) Ltd | Cyprus | 100,00% | 100,00% | - | - | |
| Ethniki General Insurance (Cyprus) Ltd | Cyprus | 100,00% | 100,00% | - | - | |
| The South African Bank of Athens Ltd (S.A.B.A.) | S. Africa | 99,67% | 99,50% | 94,32% | 91,45% | |
| NBG Luxembourg Holding S.A. | Luxembοurg | 100,00% | 100,00% | 94,67% | 94,67% | |
| NBG Luxfinance Holding S.A. | Luxembοurg | 100,00% | 100,00% | 94,67% | 94,67% | |
| NBG International Ltd | United Kingdom | 100,00% | 100,00% | 100,00% | 100,00% | |
| NBGI Private Equity Ltd | United Kingdom | 100,00% | 100,00% | - | - | |
| NBG Finance Plc | United Kingdom | 100,00% | 100,00% | 100,00% | 100,00% | |
| NBG Finance (Dollar) Plc | United Kingdom | 100,00% | - | 100,00% | - | |
| NBG Finance (Sterling) Plc | United Kingdom | 100,00% | - | 100,00% | - | |
| NBG Funding Ltd | United Kingdom | 100,00% | 100,00% | 100,00% | 100,00% | |
| NBGΙ Private Equity Funds | United Kingdom | 100,00% | 100,00% | - | - | |
| NBG International Inc. (NY) | U.S.A. | 100,00% | 100,00% | - | - | |
| NBG International Holdings B.V. | The Netherlands | 100,00% | 100,00% | 100,00% | 100,00% | |
| CPT Investments Ltd | Cayman Islands | 50,10% | 50,10% | 50,10% | 50,10% |
21
(*) % of participation includes the effect of put and call option agreements
Following legislation passed in April 2008, the Bank's main pension plan, defined contribution plan (scheme), was as of 1 August 2008 incorporated into the main pension branch of the state-sponsored social security fund IKA – ETAM. Pursuant to this legislation, the Bank will pay additional social security contributions of €25,5 million per year into IKA – ETAM for 15 years starting from December 2009. The Bank has contested these payments as unfair compared to those imposed to other banks and has reserved all legal rights. The April 2008 legislation also prescribes that employer contributions made by the Bank to the existing funds merged into IKA – ETAM, will be reduced every three years in equal increments, starting in 2013 from 26,5%, until they reach 13,33% for employees who joined any social security plan prior to 1 January 1993. Employee contributions, for employees insured by any social security fund before 1 January 1993, will be reduced to 6,67% in the same period, from 11%.
The main post retirement and health plan of Ethniki Hellenic General Insurance Co ("EH") was also incorporated into the main pension branch of the state-sponsored social security fund IKA –
ETAM as of 1 August 2008. Employer contributions made by EH to the existing funds merged into IKA – ETAM, will be reduced every three years in equal increments until they are reduced to 13,33% from 20% for employees who joined any social security plan prior to 1 January 1993.
On 16 July 2008, the Bank disposed of its 30% associate, Siemens Enterprise Communications S.A. The total consideration agreed, amounted to €11,4 million.
On 19 August 2008, the Bank accepted the proposal of FIBA Holdings AS (the sellers) to acquire the remaining shares of Finansbank held by the sellers, as provided for in the shareholders agreement between the Bank and the sellers. The exercise price will be determined based on formulas in accordance with the agreement.
For the period from 1 July to 25 August 2008, the Bank acquired 1,32 million own shares at average prices ranging from €25,35 to €29,67.
| Fixing | Average | ||
|---|---|---|---|
| FROM | TO | 30.06.2008 | 1.1 - 30.06.2008 |
| ALL | EUR | 0,00819 | 0,00830 |
| BGN | EUR | 0,51130 | 0,51193 |
| EGP | EUR | 0,11752 | 0,12134 |
| GBP | EUR | 1,26223 | 1,29184 |
| MKD | EUR | 0,01635 | 0,01638 |
| RON | EUR | 0,27461 | 0,27366 |
| TRY | EUR | 0,51752 | 0,53249 |
| USD | EUR | 0,63436 | 0,65408 |
| RSD | EUR | 0,01266 | 0,01231 |
| ZAR | EUR | 0,08102 | 0,08588 |
Certain amounts in prior periods have been reclassified to conform to the current presentation.
| Balance Sheet | Bank | |||
|---|---|---|---|---|
| 31.12.2007 | ||||
| € 000's | As restated | As previously reported |
Reclassified | |
| Due to banks | 8.935.585 | 9.033.985 | (98.400) | |
| Other borrowed funds | 3.482.135 | 3.383.735 | 98.400 | |
| Total liabilities | 64.523.029 | 64.523.029 | - | |
FINANCIAL DATA AND INFORMATION FOR THE PERIOD FROM JANUARY 1, 2008 TO JUNE 30, 2008 ( In accordance with Decision 6/448/11.10.2007 of the Capital Market Commission ) ( amounts in thousand EUR )
The financial data and information listed below provide a summarized view of the financial position and results of National Bank of Greece and its Group. We
therefore suggest to the user, before proceeding to any investment decision or other transaction with the Bank, to visit National Bank of Greece΄s web-site (www.nbg.gr), where Financial Statements prepared in accordance with IFRS are published, together with the report of the Auditors when required.
| Company Information | The Board of Directors | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Headquarters: Register Numbers of S.A. |
86, Aiolou Str., 102 32 Athens 6062/06/Β/86/01 |
Executive Members Efstratios (Takis) - Georgios A. Arapoglou |
Chairman of the Board of Directors - Chief Executive Officer | |||||||||
| Supervising Prefecture: | Athens Prefecture | Ioannis G. Pechlivanidis | Vice Chairman of the Board of Directors - Deputy Chief Executive Officer | |||||||||
| Date of approval of Financial Statements by BoD: Certified Public Accountant - Auditor: |
August 28, 2008 Nicolaos C. Sofianos (RN SOEL 12231) |
Non executive Members Achilleas D. Mylonopoulos |
Employees' representative | |||||||||
| Audit Firm: | Deloitte, Hadjipavlou Sofianos & Cambanis S.A. Assurance & Advisory Services | Ioannis P. Panagopoulos | Employees' representative | |||||||||
| Auditors΄s review report: Issue Date of auditors΄s review report: |
Unqualified opinion August 29, 2008 |
Ioannis C. Yiannidis George Z. Lanaras |
Shipowner | Professor, University of Athens Law School & Legal Counsellor | ||||||||
| Website: | www.nbg.gr | Stefanos G. Pantzopoulos | Business Consultant, former Certified Auditor | |||||||||
| Independent Non Executive Members H.E. the Metropolitan of Ioannina Theoklitos |
||||||||||||
| Balance Sheet | Stefanos C. Vavalidis | Member of the BoD, European Bank for Reconstruction & Development | ||||||||||
| Group | Bank | Dimitrios A. Daskalopoulos Nikolaos D. Efthymiou |
Chairman of Hellenic Federation of Enterprises Chairman, Association of Greek Shipowners |
|||||||||
| 30.06.2008 31.12.2007 | 30.06.2008 31.12.2007 Constantinos D. Pilarinos | Economist | ||||||||||
| Assets Cash and balances with central banks |
3.970.424 6.109.648 | Drakoulis K. Fountoukakos - Kyriakakos 1.886.620 4.135.632 Ploutarhos K. Sakellaris |
Entrepreneur, Chairman of Κ.Ε.Μ.Ε. ΕΒΕΑ | Professor, University of Athens and Chairman, Council of Economic Advisors | ||||||||
| Treasury bills and other eligible bills Due from banks (net) |
327.935 | 228.001 2.764.725 3.689.849 |
200.884 | 4.485.276 4.318.696 | 67.142 George I. Mergos Note: On 28 August 2008, Mr. Panagiotis Drosos - Economist, was elected as a member of the Board following the resignation |
Professor, University of Athens and Governor of IKA (Social Security Fund) | ||||||
| Financial assets at fair value through P&L | 11.378.558 12.139.287 | 10.327.714 10.981.488 of Mr. Ploutarhos K. Sakellaris on 1 August 2008. | ||||||||||
| Derivative financial instruments Loans and advances to customers (net) |
918.830 | 394.904 59.859.367 54.693.204 |
782.596 | 331.206 Consolidated Companies 43.584.030 39.568.570 Subsidiaries (fully consolidated) |
||||||||
| Investment securities | 6.211.842 4.626.548 | 4.207.529 2.537.345 | Headquarters | % participation | Unaudited Tax Years | |||||||
| Investment property Investments in subsidiaries |
151.417 - |
153.628 - |
- | 160 National P&K Securities S.A. 6.495.028 6.434.777 Ethniki Kefalaiou S.A. |
Greece Greece |
100,00% 100,00% |
2003-2007 2006-2007 |
|||||
| Investments in associates | 90.842 | 73.586 | 21.586 | 21.492 N.B.G. Asset Management Mutual Funds S.A. | Greece | 100,00% | 2005-2007 | |||||
| Goodwill, software & other intangible assets Property & equipment |
2.669.743 2.933.103 1.941.108 1.936.815 |
87.910 946.820 |
80.200 Ethniki Leasing S.A. 955.572 National Mutual Fund Management S.A. |
Greece Greece |
100,00% 100,00% |
2001-2007 2003-2007 |
||||||
| Deferred tax assets Insurance related assets and receivables |
391.073 763.124 |
288.330 789.932 |
258.379 - |
156.486 Pronomiouhos S.A. Genikon Apothikon Hellados - NBG Greek Fund Ltd |
Greece Cyprus |
100,00% 100,00% |
2003-2007 1999-2007 |
|||||
| Current income tax advance | 185.854 | 115.986 | 185.854 | 115.986 ETEBA Emerging Markets Fund Ltd | Cyprus | 100,00% | 1999-2007 | |||||
| Other assets Non current assets held for sale |
116.702 | 2.799.717 2.097.474 115.279 |
- | 1.899.228 1.354.198 ETEBA Estate Fund Ltd - ETEBA Venture Capital Management Co Ltd |
Cyprus Cyprus |
100,00% 100,00% |
1999-2007 1999-2007 |
|||||
| Total assets | 94.541.261 90.385.574 | 75.369.454 71.058.950 NBG Bancassurance S.A. | Greece | 100,00% | 2003-2007 | |||||||
| Liabilities | The South African Bank of Athens Ltd National Bank of Greece (Cyprus) Ltd |
South Africa Cyprus |
99,67% 100,00% |
2006-2007 2006-2007 |
||||||||
| Due to banks | 10.667.895 10.373.844 | 8.879.579 8.935.585 National Securities Co (Cyprus) Ltd | Cyprus | 100,00% | - | |||||||
| Derivative financial instruments Due to customers |
975.550 1.071.806 63.914.977 60.530.411 |
692.780 | 580.062 NBG Management Services Ltd 52.456.615 49.259.670 Stopanska Banka A.D., Skopje |
Cyprus F.Y.R.O.M. |
100,00% 94,64% |
2003-2007 2005-2007 |
||||||
| Debt securities in issue Other borrowed funds |
2.102.958 2.289.735 1.630.571 1.723.046 |
- | - United Bulgarian Bank A.D., Sofia (UBB) 3.403.956 3.482.135 UBB Asset Management |
Bulgaria Bulgaria |
99,91% 99,92% |
2005-2007 2004-2007 |
||||||
| Insurance related reserves and liabilities | 2.181.159 2.167.621 | - | - UBB Insurance Broker | Bulgaria | 99,93% | 2007 | ||||||
| Deferred tax liabilities Retirement benefit obligations |
422.779 221.321 |
247.473 239.382 |
278.939 107.662 |
133.731 NBG International Ltd 110.540 NBG International Inc (NY) |
United Kingdom U.S.A. |
100,00% 100,00% |
2006-2007 2000-2007 |
|||||
| Current income tax liabilities | 17.112 | 37.029 | - | - NBGI Private Equity Ltd | United Kingdom | 100,00% | 2007 | |||||
| Other liabilities Liabilities held for sale |
8.273 | 3.672.631 3.156.757 6.535 |
- | 2.471.978 2.021.306 NBG Finance Plc - Interlease Ε.A.D., Sofia |
United Kingdom Bulgaria |
100,00% 100,00% |
2006-2007 2005-2007 |
|||||
| Total liabilities | 85.815.226 81.843.639 | 68.291.509 64.523.029 Interlease Auto Ε.A.D. | Bulgaria | 100,00% | 2006-2007 | |||||||
| Shareholders´ Equity | ETEBA Bulgaria A.D., Sofia ETEBA Romania S.A. |
Bulgaria Romania |
100,00% 100,00% |
- 2000-2007 |
||||||||
| Share capital | 2.490.771 2.385.992 | 2.490.771 2.385.992 NBG Luxembourg Holding S.A. | Luxembourg | 100,00% | - | |||||||
| Share premium account Less: Treasury shares |
(25.826) | 2.682.084 2.292.753 (21.601) |
(21.601) | 2.682.084 2.292.753 NBG Luxfinance Holding S.A. (21.601) Innovative Ventures S.A. (I-Ven) |
Luxembourg Greece |
100,00% 100,00% |
- 2003-2007 |
|||||
| Reserves and retained earnings Equity attributable to NBG shareholders |
1.553.935 1.813.276 6.700.964 6.470.420 |
1.926.691 1.878.777 NBG Funding Ltd 7.077.945 6.535.921 Banca Romaneasca S.A. |
United Kingdom Romania |
100,00% 99,05% |
- 2006-2007 |
|||||||
| Ethniki Hellenic General Insurance S.A. | Greece | 100,00% | 2006-2007 | |||||||||
| Minority interest Preferred securities |
507.550 | 507.889 1.517.521 1.563.626 |
- - |
- Ethniki Insurance (Cyprus) Ltd - Ethniki General Insurance (Cyprus) Ltd |
Cyprus Cyprus |
100,00% 100,00% |
2007 2007 |
|||||
| Total equity | 8.726.035 8.541.935 | 7.077.945 6.535.921 S.C. Garanta Asigurari S.A. | Romania | 94,96% | 2003-2007 | |||||||
| Audatex Hellas S.A. 75.369.454 71.058.950 National Insurance Brokerage S.A. |
Greece Greece |
70,00% 95,00% |
2005-2007 2003-2007 |
|||||||||
| Total equity and liabilities | 94.541.261 90.385.574 | ASTIR Palace Vouliagmenis S.A. | Greece | 78,06% | 2006-2007 | |||||||
| Grand Hotel Summer Palace S.A. NBG Training Center S.A. |
Greece Greece |
100,00% 100,00% |
2006-2007 2006-2007 |
|||||||||
| Income Statement | Εthnodata S.A. | Greece | 100,00% | 2005-2007 | ||||||||
| Group | Bank | ΚΑDΜΟΣ S.A. DIONYSOS S.A. |
Greece Greece |
100,00% 99,91% |
2003-2007 2003-2007 |
|||||||
| From 01.01.2008 01.01.2007 01.04.2008 01.04.2007 01.01.2008 01.01.2007 01.04.2008 01.04.2007 EKTENEPOL Construction Company S.A. | Greece | 100,00% | 2001-2007 | |||||||||
| To 30.06.2008 30.06.2007 30.06.2008 30.06.2007 30.06.2008 30.06.2007 30.06.2008 30.06.2007 Mortgage, Touristic PROTYPOS S.A. Hellenic Touristic Constructions S.A. |
Greece Greece |
100,00% 77,76% |
2003-2007 2003-2007 |
|||||||||
| Interest & similar income | 3.341.211 2.743.217 1.685.436 1.410.087 | 2.019.315 1.705.734 1.029.176 | 881.807 Ethnoplan S.A. | Greece | 100,00% | 2005-2007 | ||||||
| Interest expense & similar charges Net interest income |
1.729.405 1.443.353 | 874.810 | 735.131 | 976.980 | 870.608 | 497.927 | (1.611.806) (1.299.864) (810.626) (674.956) (1.042.335) (835.126) (531.249) (440.690) Ethniki Ktimatikis Ekmetalefsis S.A. 441.117 NBGI Private Equity Funds |
Greece United Kingdom |
100,00% 100,00% |
1991-2007 2007 |
||
| Fee and commission income | 416.473 | 404.554 | 212.662 | 205.343 | 149.698 | 166.559 | 80.012 | 84.670 NBG International Holdings B.V. | Netherlands | 100,00% | - | |
| Fee and commission expense Net fee and commission income |
(40.059) 376.414 |
(40.221) 364.333 |
(24.184) 188.478 |
(21.793) 183.550 |
(17.222) 132.476 |
(20.574) 145.985 |
(12.270) 67.742 |
(3.754) EURIAL Leasing S.A. 80.916 Finansbank A.S. |
Romania Turkey |
70,00% 99,73% |
2007 2002-2007 |
|
| Earned premia net of reinsurance Net claims incurred |
330.786 | 379.319 (235.315) (329.387) (108.150) (172.803) |
175.455 | 196.139 | - - |
- - |
- - |
- Finansbank Malta Ltd - Finans Malta Holdings Ltd |
Malta Malta |
99,73% 99,73% |
2005-2007 2006-2007 |
|
| Earned premia net of claims and commissions | 95.471 | 49.932 | 67.305 | 23.336 | - | - | - | - Finans Finansal Kiralama A.S. (Finans Leasing) | Turkey | 61,64% | 2002-2007 | |
| Dividend income Net trading income & results from investment securities |
12.356 38.308 |
10.259 280.659 |
9.856 14.440 |
7.516 220.473 |
79.586 (21.345) |
28.475 | 42.143 221.812 (51.521) |
23.699 Finans Yatirim Menkul Degerler A.S. (Finans Invest) 175.125 Finans Portfoy Yonetimi A.S. (Finans Portfolio Management) |
Turkey Turkey |
99,63% 99,63% |
2002-2007 2002-2007 |
|
| Net other operating income | 25.970 | 85.509 | 6.360 | 31.897 | 276 | 5.279 (12.802) | 4.212 Finans Yatirim Ortakligi A.S. (Finans Investment Trust) | Turkey | 86,21% | 2003-2007 | ||
| Total operating income Personnel expenses |
2.277.924 2.234.045 1.161.249 1.201.903 (658.469) (651.865) (337.485) (342.902) |
1.167.973 1.272.159 | 543.489 | 725.069 IBTech Uluslararasi Bilisim Ve Iletisim Teknolojileri A.S. (IB Tech) (398.995) (423.582) (204.799) (226.992) Finans Emeklilik ve Hayat A.S. (Finans Pension) |
Turkey Turkey |
99,30% 99,73% |
2005-2007 2007 |
|||||
| General, administrative & other operating expenses | (354.668) (318.945) (182.810) (168.544) | (141.296) (125.380) | (76.268) | (64.293) Vojvodjanska Banka a.d. Novi Sad | Serbia | 100,00% | 2006-2007 | |||||
| Depreciation, amortisation & impairment charges of fixed assets Amortisation of intangible assets recognised on business combinations |
(76.073) (13.801) |
(65.068) (12.505) |
(39.185) (6.628) |
(32.641) (6.326) |
(36.434) - |
(30.706) - |
(18.906) - |
(15.805) P&K S.A. - NBG Leasing d.o.o. - Belgrade |
Greece Serbia |
100,00% 100,00% |
2006-2007 2005-2007 |
|
| Finance charge on put options of minority interests Impairment losses on loans & advances |
(7.136) | (7.248) (180.490) (167.013) |
(3.020) (92.502) |
(3.624) (85.010) |
(7.136) | (7.248) (126.513) (124.969) |
(3.020) (63.458) |
(3.624) NBG Services d.o.o. - Belgrade (64.330) CPT Investments Ltd |
Serbia Cayman Islands |
100,00% 50,10% |
2007 2007 |
|
| Share of profit of associates | 208 | 16.675 | 103 | 11.629 | - | - | - | - NBG Finance (Dollar) Plc | United Kingdom | 100,00% | - | |
| Profit before tax Tax expense |
987.495 1.028.076 (162.680) (136.911) |
499.722 (79.945) |
574.485 (70.383) |
457.599 (74.866) |
560.274 (55.720) |
177.038 (20.035) |
(36.409) | 350.025 NBG Finance (Sterling) Plc | United Kingdom | 100,00% | - | |
| Profit for the period | 824.815 | 891.165 | 419.777 | 504.102 | 382.733 | 504.554 | 157.003 | 313.616 Associated (equity method of consolidation) | ||||
| Attributable to: | Headquarters | % participation | Unaudited Tax Years | |||||||||
| Minority interests | 11.259 | 13.460 | 7.286 | 6.907 | - | - | - | - Social Securities Funds Management S.A. | Greece | 40,00% | 2000-2007 | |
| NBG equity shareholders | 813.556 | 877.705 | 412.491 | 497.195 | 382.733 | 504.554 | 157.003 | 313.616 Phosphate Fertilizers Industry S.A. Larko S.A. |
Greece Greece |
22,02% 36,43% |
2001-2007 2002-2007 |
|
| Earnings per share: Basic |
€1,4617 | €1,5954 | €0,6981 | €0,8693 | €0,7719 | €1,0212 | €0,3166 | Siemens Enterprise Communications A.E. €0,6348 Eviop Tempo S.A. |
Greece Greece |
30,00% 21,21% |
2006-2007 2004-2007 |
|
| Diluted | €1,4571 | €1,5918 | €0,6960 | €0,8673 | €0,7695 | €1,0189 | €0,3157 | €0,6333 Teiresias S.A. | Greece | 39,34% | 2003-2007 | |
| Hellenic Countryside S.A. Pella S.A. |
Greece Greece |
20,23% 20,89% |
2003-2007 2002-2007 |
|||||||||
| Cash Flow Statement | Planet S.A. | Greece | 31,18% | 2003-2007 | ||||||||
| Europa Insurance Co. S.A. | Greece | 28,00% | 2005-2007 | |||||||||
| Group From 01.01.2008 01.01.2007 |
Bank | UBB AIG Insurance & Reinsurance Company 01.01.2008 01.01.2007 UBB AIG Life Insurance Company |
Bulgaria Bulgaria |
59,97% 59,97% |
2006-2007 2006-2007 |
|||||||
| To 30.06.2008 30.06.2007 | 30.06.2008 30.06.2007 Drujestvo za Kasova Deinost A.D. (Cash Service Company) | Bulgaria | 24,98% | - | ||||||||
| Net cash flow from / (used in): Operating activities |
(962.808) | 873.980 | (622.102) | 909.776 | ||||||||
| Investing activities | (2.249.873) (2.205.331) | (1.872.171) (1.537.967) | ||||||||||
| Financing activities Effect of foreign exchange rate changes on cash and cash equivalents |
(115.121) (126.334) |
193.056 176.813 |
187.926 (14.535) |
242.274 46.193 |
||||||||
| Net increase / (decrease) in cash and cash equivalents | (3.454.136) (961.482) | (2.320.882) (339.724) | ||||||||||
| Cash and cash equivalents at beginning of period | 6.164.920 4.943.481 | 5.456.449 3.597.115 | ||||||||||
| Cash and cash equivalents at end of period | 2.710.784 3.981.999 | 3.135.567 3.257.391 | ||||||||||
| Statement of Changes in Equity | ||||||||||||
| Group | Bank | |||||||||||
| From 01.01.2008 01.01.2007 | 01.01.2008 01.01.2007 | |||||||||||
| To 30.06.2008 30.06.2007 | 30.06.2008 30.06.2007 | |||||||||||
| Balance at beginning of period Changes during the period: |
8.541.935 8.832.904 | 6.535.921 6.118.548 | ||||||||||
| Net profit for the period | 813.556 | 877.705 | 382.733 | 504.554 | ||||||||
| Share capital increase & Share capital premium account Net change in treasury shares |
494.110 (4.225) |
- 6.851 |
494.110 - |
- 4.490 |
||||||||
| Net income / (loss) recognised directly in equity | (682.707) | 193.341 | (48.802) | 10.385 | ||||||||
| Other changes Prior year dividends |
(245.644) (1.386.204) (190.651) (474.608) |
(95.339) | (42.739) (190.678) (475.287) |
|||||||||
| Minority interests | (339) (457.644) | - | - | |||||||||
| Balance at end of period | 8.726.035 7.592.345 | 7.077.945 6.119.951 |
1) The principal accounting policies that have been adopted are in accordance with the requirements of International Financial Reporting Standards (IFRS) and are the same with those applied in the 2007 financial statements.
2) The parent company has been audited by the tax authorities up to and including 2004.
3) Cases under litigation or in arbitration as well as pending cases before the Courts or Arbitration Courts are not expected to have a material impact on the financial position or operations of the Group. As at 30.06.2008, the provisions for cases under litigation recognized by the Group and the Bank, amounted to €16,2 million and €10,4 million respectively while the provisions for operating risk, forfeiture of letters of guarantee and other provisions amounted to €100,7 million and €41,1 million respectively.
4) The number of Group and Bank employees as at 30 June 2008 was 35.636 and 13.891 respectively (30 June 2007: 33.721 and 13.559 respectively).
5) Related party transactions and balances as defined in IAS 24 are analyzed as follows: Amounts due from and owed to as well as income from and expenses to and off-balance sheet items with associated companies of the Group, as at 30.06.2008, amounted to €30 million, €12 million, €1 million, €2 million and €46 million respectively. The corresponding balances and transactions with subsidiaries and associated companies of the Bank as at 30.06.2008 were €5.096 million, €4.569 million, €99 million, €148 million and €196 million respectively. Loans, deposits, other payables, letters of guarantee and total compensation of members of the Board of Directors and members of management of Group companies amounted as at 30.06.2008 to €33 million, €199 million, €1 million, €20 million and €13 million respectively, and for the Bank alone the corresponding amounts (excluding other payables and letters of guarantee which are nil) amounted to €14 million, €137 million and €4 million.
6) Acquisitions, disposals & other capital transactions:
a) On 3 January 2008, the General Meetings of the Shareholders of Vojvodjanska Bank and NBG A.D. Beograd approved the merger of the two banks through the absorption of the second by the first. The merger was approved by the Central Bank of Serbia on 5 February 2008 and was completed on 14 February 2008.
b) In February 2008 the Bank established two wholly owned subsidiary companies, NBG Finance (Sterling) and NBG Finance (Dollar).
c) On 21 April 2008, the Bank acquired 7.340.000 shares in the Greek Postal Savings Bank (PSB) via the Athex at a price of €13,25 per share. The shares acquired correspond to a 5,16% shareholding in PSB. Together with the 816.000 PSB shares (0,57% of PSB share capital) already owned by NBG, NBG's total shareholding in PSB has increased to 5,73%. d) On 26 June 2008 the Board of Directors of the Bank and P&K Investment Services S.A. decided the merger of the two companies through absorption of the latter by the Bank. The date of the Merger Balance Sheets has been set as 30 June 2008. The Bank holds 100% of P&K Investment
Services S.A. shares and therefore the Bank's share capital will not increase following the completion of the merger.
The above events are reflected in the Note 13 of the interim financial statements as at 30 June 2008. 7) Of all companies consolidated as at 30.06.2008:
a) Fully consolidated: NBG Finance (Dollar) Plc and NBG Finance (Sterling) Plc are consolidated for the first time on 31.03.2008. CPT Investments Ltd was consolidated for the first time on 31.12.2007. NBG Services d.o.o. – Belgrade and Finans Emeklilik ve Hayat A.S. (Finans Pension) were consolidated for the first time on 30.09.2007. From the companies consolidated on 30.06.2007, National Bank of Greece a.d. Beograd is no longer consolidated due to its merger through absorption by Vojvodjanska Banka a.d. Novi Sad, P&K Securities S.A. is no longer consolidated due to its merger through absorption by National Securities S.A.
b) Equity method: From the companies included in the 30.06.2007 consolidation ZYMH A.E. and KARIERA A.E. are no longer included due to their disposal.
c) There are no entities exempted from the consolidated financial statements.
d) There have been no changes in the method of consolidation since the previous annual financial statements.
8) The following amounts have been recognised directly in the Group's equity in the 6-month period ended 30.06.2008: €(437) million relating to currency translation differences, €(195) million relating to the measurement at fair value of available for sale investments, €11 million relating to share based payments, €(5) million relating to losses from the disposal of treasury shares and €(62) million relating to cash flow and net investment hedge. Furthermore, under line "Share capital increase and share capital premium account" is included the amount of €(12) million relating to share capital issue costs. The corresponding amounts for the Bank are €(0,5) million, €(61) million, €11 million, €NIL, €1,5 million and €(12) million respectively. 9) As at 30.06.2008 the Group and the Bank held 645 thousand and 503 thousand treasury shares respectively, with acquisition cost €26 million and €22 million respectively.
10) Other events:
a) On 16 July 2008, the Bank disposed of its 30% associate, Siemens Enterprise Communications S.A. The total consideration agreed, amounted to €11,4 million. b) On 19 August 2008, the Bank accepted the proposal of FIBA Holdings AS (the sellers) to acquire the remaining shares of Finansbank held by the sellers, as provided for in the shareholders agreement between the Bank and the sellers. The exercise price will be determined based on formulas in
accordance with the agreement.
c) For the period from 1 July to 25 August 2008, the Bank acquired 1,32 million own shares at averages prices ranging from €25,35 to €29,67.
11) Certain amounts as at 31.12.2007 were reclassified in order to render them comparable to the respective amounts of 30.06.2008. This reclassification has no impact in P&L and Equity. Details are included in Note 18 of the interim financial statements as at 30 June 2008.
Athens, August 28, 2008
THE CHAIRMAN OF THE BOARD OF DIRECTORS AND CHIEF EXECUTIVE OFFICER
THE VICE CHAIRMAN OF THE BOARD OF DIRECTORS AND DEPUTY CHIEF EXECUTIVE OFFICER
EFSTRATIOS - GEORGIOS A. ARAPOGLOU IOANNIS G. PECHLIVANIDIS ANTHIMOS C. THOMOPOULOS IOANNIS P. KYRIAKOPOULOS
THE CHIEF FINANCIAL AND CHIEF OPERATING OFFICER
THE CHIEF ACCOUNTANT
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