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Merger with Investment Development Fund

EFG Eurobank Ergasias S.A. announces that today, Tuesday, November 11th, 2003, decision number K2-14224/11-11-2003 of the Minister of Development concerning the approval of the merger by absorption of the closed-end fund INVESTMENT DEVELOPMENT FUND S.A. by ΕFG Eurobank Ergasias S.A., with simultaneous modifications in the Bank’s share capital, as well as in its nominal share value from 2.89 euros (prior to the merger) to 2.95 euros, was registered in the Societes Anonymes Registry of the Ministry of Development.


MERGER ANNOUNCEMENT
EFG Eurobank Ergasias S.A. announces that today, Tuesday, November 11th, 2003, decision number K2-14224/11-11-2003 of the Minister of Development concerning the approval of the merger by absorption of the closed-end fund INVESTMENT DEVELOPMENT FUND S.A. by ΕFG Eurobank Ergasias S.A., with simultaneous modifications in the Bank’s share capital, as well as in its nominal share value from 2.89 euros (prior to the merger) to 2.95 euros, was registered in the Societes Anonymes Registry of the Ministry of Development.In particular, the following modifications in the share capital of the Bank took place:a) Reduction by the amount of 6,036,484.61 euros, due to the cancellation of 2,088,749 own shares of EFG Eurobank Ergasias S.A. that had been acquired in order to support the share’s price in the Athens Stock Exchange.b) Reduction by the amount of 1,296,165 euros, due to the cancellation of 448,500 shares of EFG Eurobank Ergasias S.A., previously held by INVESTMENT DEVELOPMENT FUND S.A., which, due to the merger, have been deemed own shares of the Bank and consequently, had to be immediately cancelled.c) Increase by the amount of 23,870,436.24 euros, namely by the amount equal to the difference arising from the subtraction from the 43,030,310.40 euros INVESTMENT DEVELOPMENT FUND S.A’s share capital of the following amounts:(i) 18,601,274.16 euros, which is the total nominal value of 12,653,928 shares of INVESTMENT DEVELOPMENT FUND S.A. that were held by ΕFG Eurobank Ergasias S.A., and (ii) 558,600 euros, which is the total nominal value of 380,000 own shares of INVESTMENT DEVELOPMENT FUND S.A., and which, therefore, were non-exchangeable with the Bank’s shares and, consequently, had to be immediately cancelled.d) Increase of the share capital for rounding purposes by the amount of 2,335,266.47 euros, by capitalization of equal amount of share premium of ΕFG Eurobank Ergasias S.A.Thus, following the above merger, the Bank’s share capital amounts to 927,925,110.75 euros and is divided in 314,550,885 shares, of a nominal share value of 2.95 euros each.As a result of the above, as of November 12th 2003, the trading of the shares of INVESTMENT DEVELOPMENT FUND S.A., at the Athens Stock Exchange will cease.The registered shareholders of the above two companies on November 11th 2003 are entitled to the new shares that will be issued due to the merger according to the agreed exchange ratio. More specifically:
  • Each shareholder of INVESTMENT DEVELOPMENT FUND S.A. will exchange 6.4 common non-registered shares of the above company to 1 new share of ΕFG Eurobank Ergasias S.A., with a nominal share value of 2.95 euros.
  • The shareholders of EFG Eurobank Ergasias S.A. will retain the number of the shares they already own, but with the adjusted nominal value of 2.95 euros per share.The date when the accounts of the old shareholders of INVESTMENT DEVELOPMENT FUND S.A. will be credited with the new shares of EFG Eurobank Ergasias S.A., which will be issued as a result of the merger, will be announced through the Press. The date and the other details concerning the payment to the entitled shareholders of the product arising from the clearance of the fractional rights will also be announced through the Press. The shareholders of INVESTMENT DEVELOPMENT FUND S.A. will have the right to participation in the profits of EFG Eurobank Ergasias S.A. for the fiscal year 2003. For more details, Shareholders can address the Shareholders’ Department of EFG Eurobank Ergasias S.A., 5 Santaroza Str., tel. +30 (210) 3357158 & 3357159 during working days and hours. Athens, November 11th 2003
    EFG Eurobank Ergasias S.A.
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