OF THE DRAFT MERGER AGREEMENT OF
«EFG Eurobank Ergasias S.A.»
«DIAS Portfolio Investments S.A.»
It is announced that on 26 November 2010 EFG Eurobank Ergasias S.A. (“Eurobank EFG”), with registered office in Athens, 8 Othonos Str. (Reg. No. 6068/06/Β/86/07) and DIAS Portfolio Investments S.A. (“DIAS”), with registered office in Athens, 19 Voukourestiou Str. (Reg. No. 24418/06/Β/91/40), signed a Draft Merger Agreement. This draft, after having been reviewed by two Auditors, was subject to the publicity formalities of article 7b of c.l. 2190/1920, as in force, with its registration in the Registry of Societes Anonymes of the Ministry of Regional Development and Competitiveness on 7 December 2010 and the publication of the relevant announcements in the Government Gazette.
The main terms of the merger are the following:
1. The merger of the above two companies will be effected with the absorption of DIAS by Eurobank EFG, in accordance with the provisions of article 16 of l.2515/1997, article 1-5 of l. 2166/1993 and articles 69-77a of c.l.2190/1920, as in force.
2. The merger will take place by consolidating the assets and liabilities of the two merging entities, on the basis of the merger balance sheets of November 2, 2010, as prepared by the merging companies for the purpose of the merger. The above assets and liabilities will be transferred as elements of the balance sheet of Eurobank EFG following the completion of the merger.
3. The merger shall be completed, following the issue of the relevant permit by the Bank of Greece, with the registration of the approving decision of the Ministry of Regional Development and Competitiveness in the Registry of Societes Anonymes of the Ministry, at which time DIAS will be dissolved without liquidation, while Eurobank EFG will substitute DIAS in all of its rights and obligations, including any administrative permits issued on behalf of DIAS, thus acting as a whole successor of the latter. The activities of DIAS carried out from November 3rd 2010 onwards shall be regarded, from an accounting point of view, as effected on behalf of Eurobank EFG and the corresponding amounts shall be transferred to the accounting records of the latter with a single journal entry, following the registration of the decisions approving the merger in the Registry of Societes Anonymes.
4. The share capital of Eurobank EFG following the merger, will be equal to the sum of the share capitals of the merging companies, after the deduction of the total nominal value of DIAS shares which belong either to Eurobank EFG or to DIAS which, in accordance with the law, will be canceled and will not be exchanged with Eurobank EFG shares after the merger, plus capitalization of part of Eurobank EFG’s share premium with simultaneous modification of the nominal value of the share from €2.75 to €2.82. Following the above, Eurobank EFG’s new share capital will amount to €2,503,563,899.56 and will be divided into 896,364,858 shares, of which a) 550,864,858 common shares with voting rights, of a nominal value of €2.82 each and b) 345,500,000 preferred shares, without voting rights, issued under l.3723/2008 of a nominal value of €2.75 each.
5. The exchange ratio of the existing common shares of Eurobank EFG and DIAS (“Old Shares”) with the new (post-merger) Eurobank EFG common shares (New Shares”) was determined after taking into consideration the ratio of the two companies’ fair value and showed that the exchange ratio of the Old Shares to the New Shares is deemed fair and reasonable, as follows:
a) Each one (1) of the Old Shares of Eurobank EFG will correspond to one (1) New Share.
b) Each six and two tenths (6.2) of the Old Shares of DIAS will correspond to one (1) New Share.
6. The fractional rights do not create the right to receive a share fraction. Any fractional shares will be added up in order to create a whole number of shares which will be liquidated and the proceeds from the sale will be distributed to the beneficiary shareholders.
7. From the day of the completion of the merger Eurobank EFG will undertake the necessary actions in order to make the electronic registrations of the dematerialized share titles (as anticipated by the legislation in force) for all New Shares, “in exchange” of the Old Shares. The information of the entitled shareholders will be effected according to law.
8. All New Shares will participate in the distribution of profits for the financial year 2010 onwards.
9. In any of the merging entities no shareholders exist with special rights nor holders of other titles except shares, no special privileges are anticipated by their articles of association in favour of the members of the Boards of Directors or the regular auditors, nor special privileges have been granted with decisions of the general meetings of their shareholders, nor are provided as a result of the merger, except of the following briefly described cases:
a) The Greek State participates in the share capital of Eurobank EFG with the amount of €950,125,000 corresponding to 345,500,000 paper-based, non-transferable, non-listed and non-voting preferred shares, of a nominal value of €2.75 each and issue price at par, which were issued according to l.3723/2008 by decision of the Extraordinary General Meeting of the Shareholders dated January 12th 2009.
b) Eurobank EFG has issued in tranches (on 29.7.2009 and 30.11.2009) a callable hybrid bond, convertible into Eurobank EFG common shares, with a duration of 91 years, of the amount of €400.050.000, which was covered through a private placement by Eurobank EFG’s subsidiaries «EFG Hellas Funding Limited» and «Eurobank EFG Private Bank Luxembourg S.A.», after the existing shareholders waived their pre-emption rights.
c) Members of the staff and of the Board of Directors of Eurobank EFG have stock options on Eurobank EFG shares, by virtue of relevant decisions of Eurobank General Meetings of the Shareholders dated 17.4.2006 and 21.11.2007, which they are entitled to exercise in the years 2010, 2011, 2012, 2013 και 2014.
The present announcement is made in accordance with the article 70 of c.l. 2190/1920, as in force.
Athens, December 7, 2010
The Boards of Directors of the merging companies
«EFG Eurobank Ergasias S.A.»
«DIAS Portfolio Investments S.A.»