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Eurobank merged with absorbtion with The Greek Progress Fund (2)

10 June 2005
Given the announced intention of the management teams of the Greek Progress Fund closed-end investment company and of EFG Eurobank Ergasias (EFG Eurobank) to merge, the Board of Directors of the Greek Progress Fund will publish in the press (on Monday 13 June 2005) the invitation to the General Assembly, which proposes a share capital increase of €130 million.
Given the announced intention of the management teams of the Greek Progress Fund closed-end investment company and of EFG Eurobank Ergasias (EFG Eurobank) to merge, the Board of Directors of the Greek Progress Fund will publish in the press (on Monday 13 June 2005) the invitation to the General Assembly, which proposes a share capital increase of €130 million.
As was announced today, Friday 10.6.2005:
  1. Each shareholder of the Greek Progress Fund who currently holds 2 shares will hold 5 shares following the share capital increase. Accordingly, each shareholder of the Greek Progress Fund who currently holds 10 shares will hold 25 shares following the share capital increase, having contributed €40.32.
  2. The proposed share exchange ratio between shares of the Greek Progress Fund, following the share capital increase, and EFG Eurobank is 7.9 to 1.
  3. Each shareholder of the Greek Progress Fund who currently holds 10 shares, after subscribing to the share capital increase, will obtain 3.16 shares of EFG Eurobank, following completion of merger.
  4. Based on yesterday’s (9.6.2005) share closing price of EFG Eurobank (€25.28), the proposed share exchange ratio values the shares of the Greek Progress Fund at €3.97, a valuation that represents a premium of 15% on yesterday’s share closing price of the Greek Progress Fund and a discount of 6% on its NAV.

For process reasons, which do not alter the essence of the share capital increase, it was decided – as is described in the published invitation to the General Assembly – that the shareholder who will subscribe to share capital increase will be called to contribute the already announced amount, which for the trading unit of 10 shares in the Athens Stock Exchange is €40.32. However, this amount will correspond to 14 shares (with €2.88 contributed for each share) and in total the shareholder, along with the issuance of one bonus (free) share which he will have received in the meantime, will hold 25 shares for each 10 shares currently held. These new shares will form the basis for the share exchange of the Greek Progress Fund shares to EFG Eurobank shares at a share exchange ratio of 7.9 to 1.