OF THE DRAFT MERGER AGREEMENT OF
«EFG Eurobank Ergasias S.A.» AND «Ergoinvest S.A.»
It is hereby announced that on December 6th 2002 ΕFG Eurobank Ergasias S.A. (hereinafter «Eurobank Ergasias»), with registered head office in Athens, 8 Othonos Str. (Companies Limited by Shares Registry Number 6068/06/Β/86/07) and the societe anonyme Ergoinvest S.A. (hereinafter «Εrgoinvest»), with registered head office in Athens, 13 Panepistimiou Str. (Companies Limited by Shares Registry Number 6103/06/Β/86/56), signed a Draft Merger Agreement. This draft, after having been reviewed by two audit companies of international repute, was submitted to the publicity formalities of article 7b of c.l. 2190/1920, as in force, with its registration in the Registry of Companies Limited by Shares of the Ministry of Development on 27-12-2002 and the publication of the relevant announcements in the Government Gazette of 31-12-2002 (Companies Limited by Shares and Limited Liability Companies issues’ numbers 12998 and 13001).The main terms of the merger are the following:1. The merger of the above two companies will be effected with the absorption of Ergoinvest by Eurobank Ergasias, in accordance with the provisions of article 16 of l. 2515/1997, articles 1-5 of l. 2166/1993 and articles 69-77 of l.2190/1920, as in force.2. The merger will be effected through the unification of the assets and liabilities of the two merging entities, on the basis of the merger balance sheets of November 7, 2002, drawn up by the merging companies for the purpose of the merger. The above assets and liabilities will be transferred as elements of the financial statements of Eurobank Ergasias following the completion of the merger.3. The merger shall be completed following the issue of the relevant permit of the Bank of Greece, with the registration of the approving decision of the Minister of Development in the Registry of Companies Limited by Shares of the Ministry, at which time Ergoinvest will be dissolved with no liquidation, while Eurobank Ergasias will substitute Ergoinvest in all of the latter’s rights and obligations, thus being assimilated to a universal successor of the latter. The actions of Ergoinvest carried out from 8-11-2002 and onwards shall be regarded, from an accounting point of view, as effected on account of Eurobank Ergasias and the corresponding amounts shall be transferred to the accounting books of the latter with a single journal entry following the registration of the decisions approving the merger in the Registry of Companies Limited by shares.4. The share capital of Eurobank Ergasias following the merger («New Share Capital») will be equal to the addition of the share capitals of the merging companies, after the deduction of the total nominal value of some shares – which belong either to Eurobank Ergasias or to Ergoinvest S.A. and which for that reason will not be exchanged with New Shares of Eurobank Ergasias after the merger, in accordance with the law – plus capitalisation of part of the difference from the issue of shares above par of Eurobank Ergasias, with a parallel modification of the nominal value of the share from 2.76 euros to 2.89 euros. Following the above, the New Share Capital will amount to 906,017,557.65 euros and will be divided in 313,500,885 registered voting shares, of a nominal value of 2.89 euros each («New Shares»).5. The exchange ratio of the New Shares with the exchangable old shares of Eurobank Ergasias and Ergoinvest (hereinafter «Old Shares») was determined on the basis of the values of the merging companies and the resulting fair and just exchange ratio is the following:a) Each one (1) of the Old Shares of Eurobank Ergasias will correspond to one (1) Νew Share.β) Each nine (9) of the Old Shares of Ergoinvest will correspond to one (1) Νew Share.The fraction rights do not create the right to receive a share fraction but are added up in order to create a whole number.6. From the day of the completion of the merger Eurobank Ergasias will undertake the necessary actions in order to make the electronic registrations of the immaterial share titles (as anticipated by the legislation in force) for the totality of the New Shares, in "exchange" of the Old Shares. The information of the entitled shareholders will be effected through the press.7. All Νew Shares will participate in the distribution of profits for the financial year 2002 and the financial years to come.8. Neither in Eurobank Ergasias nor in Ergoinvest exist sharholders with special rights nor holders of other titles except shares, with the following reservation: Part of the staff of Eurobank Ergasias (including members of the Board of Directors) have stock options on EUROBANK shares, in accordace with article 13 § 9 of c.l. 2190/1920, by virtue of relevant decisions of the General Meetings of the Shareholders of Eurobank Ergasias dated 24-5-2000, 15-5-2001 and 22-4-2002, which they may exercise in the month of December of the years 2003, 2004 and 2005.9. Special privileges in favour of the members of the Board of Directors or of the regular auditors of the merging companies are not anticipated by their articles of association, nor have been granted with decisions of the general meetings of their shareholders, nor are provided as a result of the merger.The present announcement is made in accordance with article 70 of c.l. 2190/1920, as in force.Athens, January 8th 2003Τhe Boards of Directors of the merging companies
" EFG Eurobank Ergasias S.A." and "Ergoinvest S.A."