EFG Eurobank Ergasias S.A. - The Greek Progress Fund S.A. sign agreement draft for the merger of EFG Eurobank Ergasias by the acquisition of "The Greek Progress Fund".
The BoD of the companies EFG Eurobank Ergasias S.A. and The Greek Progress Fund S.A. announce herewith that on 19.07.2005 the two companies signed the relevant draft pertaining to their merger.
In summary, the basic terms of the merger are the following:
1. The merger of the above-mentioned companies will be realized by the the absorbtion of The Greek Progress Fund from EFG Eurobank Ergasias S.A.
2. The said merger will be carried out through the consolidation of the assets and liabilities of the two merging companies.
3. The merger will be completed after the issue of the relevant licence by the Bank of Greece, the registration of the approved decision on the merger on the Register of Societes Anonymes of the Ministry of Development, where The Greek Progress Fund will be dissolved without a subsequent liquidation, while Eurobank will assume all the rights and obligations of The Greek Progress Fund S.A..
4. The share capital of Eurobank, after the merger (henceforth the "New Share Capital") will be equal to the sum of the share capitals of the merging companies, after the deduction of the total nominal value of the shares of The Greek Progress Fund, which belong to Eurobank and are not exchanged with shares of Eurobank, according to the law, but they are cancelled due to dissolution), plus the capitalization of part of the difference arising from the revaluation of property of Eurobank, pursuant to L.2065/1992, together with a change in the par value of its share, i.e. from euro 2.95 to euro 3.26. Based on the above, the new share capital will amount to ?1,040,833,592.08 and will be divided into 319,274,108 common registered voting shares with a par value of ?3.26 each (henceforth "New Shares").
5. The shares' exchange ratio of the existing-prior to the merger -exchangeable shares of Eurobank and The Greek Progress Fund S.A. (henceforth "Old Shares") with the New Shares was determined to 1:7,9 in accordance with the shares' exchange ratio of the merging companies together with the number of their Old Shares. Thus, a) Each 1 of the Old Shares of Eurobank will correspond to 1 New Share, b) Each 7.9 from the exchangeable Old Shares of The Greek Progress Fund S.A. will correspond to 1 New Share.
6. All the New Shares will participate in the distribution of profits that will be generated in fiscal year 2005 and in the subsequent fiscal years.