On Approval of the Report on the Operation of The

S T O P A N S K A B A N K A A D - S K O P J E

D E C I S I O N

on approval of the Report on the Operation of the Supervisory Board of Stopanska Banka AD – Skopje in 2009 Skopje, April 2010

On the basis of Article 26 of the Statute of Stopanska Banka AD – Skopje (A.D.No.134/27.03.2008, revised text), the Shareholders Assembly on the meeting held on ______.2010, passed

D E C I S I O N

on approval of the Report on the Operation of the Supervisory Board of Stopanska Banka AD – Skopje in 2009

1. The Report on Operation of the Supervisory Board of Stopanska Banka AD – Skopje in 2009 is hereby APPROVED.

2. The operation of each individual member of the Supervisory Board and his/her managing of Stopanska Banka AD – Skopje, is hereby APPROVED, as follows:

1. Ioannis Pechlivanidis, Chairman of the Supervisory Board of SB, Vice Chairman of the Board of Directors and Deputy Group CEO of National Bank of Greece S.A. Athens GREECE; (the member submitted its resignation on the post in December 2009) 2. Agis Leopoulos, Deputy Chairman of the Supervisory Board of SB, General Manager of International Activities National Bank of Greece S.A. Athens GREECE; (the member was elected as Chairman of the Supervisory Board in February 2010) 3. Konstantinos Bratos, Member of the Supervisory Board of SB, Manager of International Network Division “A” National Bank of Greece S.A. Athens GREECE; 4. Antonios Karras, Member of the Supervisory Board of SB, Deputy Manager of International Network Division “A” National Bank of Greece S.A. Athens GREECE; 5. Anastasios Lizos, Member of the Supervisory Board of SB, Deputy Manager of International Network Division “A” National Bank of Greece S.A. Athens GREECE; 6. Vladimir Kandikjan, Member of the Supervisory Board of SB, Professor, Faculty of Law “Justinianus Primus” - University “Cyril and Methody” Skopje MACEDONIA; 7. Anelia Kasterlieva, Member of the Supervisory Board of SB, Principal Banker Financial Institutions, EBRD; 8. Blagoja Nanevski, Member of the Supervisory Board of SB, Professor, Economic Institute, Skopje MACEDONIA.

3. The Report on Operation of the Supervisory Board of Stopanska Banka AD – Skopje in 2009 is an integral part of this Decision.

4. This Decision shall enter into force on the day it is passed.

A.D. No. ______SHAREHOLDERS ASSEMBLY ______.2010

of 6 Skopje Chairman

R E P O R T

on the Operation of the Supervisory Board of Stopanska Banka AD – Skopje in 2009

1. Manner of performing the Supervisory function

In 2009 the Supervisory Board of Stopanska Banka AD – Skopje (SB) performed its functions in compliance with the laws, the Statute and the internal acts and supervised and advised the Board of Directors on an ongoing basis.

The Board held 15 meetings in 2009, in the course of which it reviewed 66 items and accepted written and oral reports from the Board of Directors on significant business issues and the state and progress of the SB affairs. In each of the meetings, the Board of Directors submitted a comprehensive report to the Supervisory Board on material management matters, the progress of business and the state of the SB affairs. The business matters submitted to the Supervisory Board for approval were reviewed and discussed with the Board of Directors.

Between the meetings, the Supervisory Board was informed regularly on the major events, matters, and developments concerning Stopanska Banka AD - Skopje operation and other relevant country and economic information.

1.1. Main items reviewed

For the purpose of monitoring SB operations and evaluation of its performance level, Item reviewed on every Supervisory Board meting was the Board of Directors Report on financial and commercial operations of Stopanska Banka AD - Skopje, containing complete set of current financial data and indicators on Stopanska Banka AD - Skopje operation. Apart from this Information, the main issues reviewed by the Supervisory Board in 2009, were the following:

 the financial statements of Stopanska Banka AD - Skopje for 2009,  the Business Plan of Stopanska Banka AD - Skopje for the period 2009-2013,  the Budget of Stopanska Banka AD - Skopje for 2009  liquidity, assets and liabilities management,  reports of the supervisory authorities and the external auditors,  reports of the Internal Audit and Control Division,  reports of the Risk Management Committee, Audit Committee, Annual Compliance Report,  approval of exposure loans to individual clients above 10% of SB own funds,  settlement and collection of claims against companies and individuals,  approval of the most significant procedures and policies of Stopanska Banka AD - Skopje,

of 6  the Items to be presented and/or proposed for adoption or verification to Stopanska Banka AD - Skopje Shareholders Assembly, on its Annual Meeting.

With the approval of the Business Plan and the Budget, the Supervisory Board set forth the overall policy for asset and liability management, risk management, and Stopanska Banka AD - Skopje business objectives, plans and targets.

On the proposal of the Supervisory Board on the Annual Shareholders Assembly of SB held in April 2009 a decision on payment of dividend for the year 2008 to the preference shareholders was passed. In accordance with the said Decision, SB organized payment of the calculated dividend to each shareholder. Special importance was given to the independent evaluation of the operations of the Bank (report/s of the Central Bank and report/s of the external auditors), thus quarterly the Board was informed on the pace of the realization of the external auditors recommendations.

1.2. Compliance with changes in legal regulative

The Supervisory Board was duly informed on the most significant changes in the legislation pertaining to the banking operations, as the changes in the anti-money laundering legislative in the country and the consequent amendments of the internal acts of Stopanska Banka AD - Skopje. The Board reviewed the Annual Compliance Report.

During 2009 the Supervisory Board passed/reviewed relevant policies and procedures stipulated with the Law on Banks and applicable by-laws, such as: Conflict of interest policy; Information security policy; Client categorization policy; Inducements policy; Business continuity and disaster recovery planning policy; Orders handling policy; Best Execution policy; Verification of Client acceptance and risk based categorization policy; Policy for the management of Interest Rate Risk in the Banking Book; Compliance policy and Compliance Procedures of Stopanska Banka AD-Skopje and Corporate Governance Code.

2. Supervision and cooperation with other SB bodies/committees. (Board of Directors, IACD, Risk management Committee and Audit Committee)

For the purpose of monitoring the operations and evaluation of the performance of the SB Board of Directors and the overall SB performance, regularly the Supervisory Board reviewed and approved the Board of Directors Report on financial and commercial operations of Stopanska Banka AD - Skopje, containing complete set of current financial data and indicators on Stopanska Banka AD - Skopje operation.

The activities carried out by the Internal Audit and Control Division were set forth and followed through approval of the Annual Plan of Activities of the IAD Division, and quarterly reviews of the IAD Reports, containing the most significant findings, the most important implemented corrective measures in the short term, or plan of implementation of corrective measures together with relevant deadlines, for corrective measures to be undertaken in medium to long term.

The operations of the Risk Management Committee and Audit Committee were followed through reviewing regular RMC and quarterly AC Reports underlying the main activities performed by the said committees in accordance with laws and applicable regulations. Page 4 of 6 3. Supervisory Board internal organization and structure

The Supervisory Board contains 8 members, out of which two independent ones. All members received consent for their appointment with Decision of the National Bank of the Republic of Macedonia Governor dated April 4, 2008.

4. Supervisory Board remuneration

All Supervisory Board members are entitled to reimbursement for their participation at the Supervisory Board meetings in accordance with the Shareholders Assembly Decision on reimbursement for participation (A.D. No. 21/03.05.2001), i.e. EUR 200 per month. In accordance with the NBG Board of Directors Decision, passed on the meeting held on 28.9.06, all officers of NBG SA who participate in the BOD΄s of Banks or Companies of NBG΄s Group, in this case Greece based members of the Supervisory Board of SB, did not receive any remuneration for their participation as Supervisory Board members of SB.

4.1. Employees remuneration

During 2009 an approximate gross amount of EUR 160.200 was distributed to approximately 125 employees as success bonuses

5. Self-assessment of Supervisory Board operations from the aspect of the individual members and jointly

In order to assess its efficiency and effectiveness, identify the potential gaps and ensure that the work performed complies with prescribed legal and internal regulation, members of the Supervisory Board have performed self-evaluation of their activities during year 2009 from the aspect of individual members and jointly. The relevant findings have shown that the Supervisory Board performed its duties effectively in accordance with the Law on Banks and Rules of Procedure of the Supervisory Board, provided sufficient and adequate support to the operation of the Board of Directors and have duly and prudently supervised the overall operation of SB. Each of the members has appropriately contributed to the successful performance of the Supervisory Board duties in accordance with his/her specific knowledge and experience. The members concluded that the fact that all of them have practical and/or academic banking and financial knowledge and international experience has been of outmost benefit and brought relevant expertise in the Supervisory Board operation. Namely, the Supervisory Board estimated that the Chairman of the Board, Mr. Ioannis Pechlivanidis provided appropriate input in overall functioning of the Board particularly in performing the strategic and supervisory function of the Board. The Supervisory Board would hereby like to express its gratitude to Mr. Pechlivanidis on his guidance, leadership and immense contribution to overall successes of the Supervisory Board and the Bank itself. The Deputy Chairman Mr. Agis Leopoulos, contributed to the overall functioning of the Board particularly in performing the strategic and supervisory function of the Board and also brought relevant know how from other NBG subsidiaries and knowledge and experience new corporate and retail product development. The member of the Board Mr. Konstantinos Bratos contributed to the overall functioning to the Board particularly providing adequate assistance to the Board of Directors in dealing with more important issues regarding regular management of the Bank. Page 5 of 6 The member of the Board Mr. Anastasios Lizos contributed to the overall functioning to the Board particularly providing adequate assistance to the Board of Directors in regular monitoring of the financial statements preparation process and relative analyses. The member of the Board Mr. Antonios Karras contributed to the overall functioning to the Board particularly providing adequate assistance to the Board of Directors in dealing with IT issues. The independent member of the Board Mr. Vladimir Kandikjan contributed to the overall functioning to the Board particularly providing the Board with appropriate support through his extensive academic experience and knowledge. The independent member of the Board Mr. Blagoja Nanevski contributed to the overall functioning to the Board particularly providing the Board with appropriate support through his extensive academic experience and knowledge. The member of the Board Mr. Anelia Kasterlieva contributed to the overall functioning to the Board particularly providing international finance institution knowledge and experience. All members participated on majority of Supervisory Board meetings. The Board especially acknowledges the contribution of the members of the Board, Mr. Vladimir Kandikjan, Konstantinos Bratos and Anastasios Lizos as members of the Audit Committee.

Appreciation

The Supervisory Board would like to take this opportunity to express its gratitude to the members of the Board of Directors and all SB employees for their contribution to the results in 2009.

S.B. No. ______SUPERVISORY BOARD ______.2010 Skopje Agis Leopoulos Chairman